Common use of Conduct of Proceedings Clause in Contracts

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,

Conduct of Proceedings. Each i A Party seeking indemnification under this Clause 14 (the Indemnified Party) shall give the other Party (the “Indemnifying Party”) a Notice of any and each all claims asserted against the Indemnifying Party for which indemnification is or may be sought hereunder, together with reasonable details of the nature of such claim. Such notice shall be given as soon as the Indemnified Party becomes aware that it has or may have a claim against the Indemnifying Party, provided that failure to give such Notice shall not abrogate or diminish the Indemnifying Party’s obligation under this Clause 14 if the Indemnifying Party has or receives knowledge of the existence of any such claim by any other Indemnified Person means. ii Any Party entitled to indemnification shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it and arising out of any matter in respect of which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) thereof, shall be subject to the said indemnity; , provided that Party obligated to indemnify the Indemnifying other Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon and through legal advisers of its giving written choice, if it: (a) gives notice thereof of its intention to do so to the Indemnified Personother Party; (b) acknowledges in writing its obligation to indemnify the other Party to the full extent provided by this Clause 14; and (c) reimburses the other Party for the reasonable costs and expenses previously incurred by the other Party prior to the assumption of such defence by Party obligated to provide indemnification. iii If any claim, action, proceedings or investigation arises as to which the indemnities provided may apply, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel fails to assume the defense of such claim within a reasonable time after notice of claim, action, proceeding or investigation, then the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying indemnified Party that there may be specific defenses available to it which are different from or additional to those available to at the Indemnifying Party. In each of such cases ’s expense contest or, with the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense prior written consent of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; provided that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor, in any way in which the Indemnified Party shall give prompt written notice deems to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,be in its best interest.

Conduct of Proceedings. Each (a) A Party seeking indemnification under this Clause 14 (the “Indemnified Party”) shall give the other Party (the “Indemnifying Party”) a notice of any and each all Claims asserted against the Indemnified Party for which indemnification is or may be sought hereunder, together with reasonable details of the nature of such Claim. Such notice shall be given as soon as the Indemnified Party becomes aware that it has or may have a Claim against the Indemnifying Party, provided that failure to give such notice shall not abrogate or diminish the Indemnifying Party’s obligation under this Clause 14 if the Indemnifying Party has or receives knowledge of the existence of any such Claim by any other means. (b) The Indemnified Person Party shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding Claim by any third party Third Party alleged or asserted against it and arising out of any matter in respect of which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) thereof, shall be subject to the said indemnity; , provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding Claim at its expense upon and through legal advisers of its giving written choice, if it: (i) promptly gives notice thereof of its intention to do so to the Indemnified PersonParty; (ii) acknowledges in writing its obligation to indemnify the Indemnified Party to the full extent provided by this Clause; and (iii) reimburses the Indemnified Party for the reasonable costs and expenses previously incurred by the Indemnified Party prior to the assumption of such defence by the Indemnifying Party. (c) If any Claim arises as to which the indemnities provided may apply, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel fails to assume the defense defence of such claim within a reasonable time after notice of the commencement thereof or (c) Claim, then the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to at the Indemnifying Party. In each of such cases ’s expense, contest or, with the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense prior written consent of the Indemnifying Party. Indemnifying Party , which shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consentnot be unreasonably withheld, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,Claim.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; PROVIDED that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor (if the Indemnitor is ultimately liable), in any way in which the Indemnified Party shall give prompt written notice deems to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,be in its best interest.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have (i) In the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out event of any matter in respect Distribution-Related Proceeding or Proceeding relating to a Tax liability as a result of which it is entitled Spinco could reasonably be expected to be indemnified hereunder become liable for Tax or any Spin-Off-Related Losses and with respect to which Remainco has the right to represent the interests of the Spinco Group pursuant to Section 6(b)(i) above, (A) Remainco shall consult with Spinco reasonably in advance of taking any significant action in connection with such Proceeding, (B) Remainco shall consult with Spinco and offer Spinco a reasonable costs and expenses thereof opportunity to comment before submitting any written materials prepared or furnished in connection with such Proceeding, (including reasonable attorneys’ fees and expert witness feesC) Remainco shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of defend such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence Proceeding diligently and in good faith as if it were the defense only party in interest in connection with such Proceeding, (D) Spinco shall be entitled to participate in such Proceeding and receive copies of any claim against written materials relating to such party, whether or not Proceeding received from the Indemnifying Party shall be joined thereinrelevant Tax Authority, and (E) Remainco shall not settle, compromise or abandon any such Proceeding without obtaining the Indemnified Person prior written consent of Spinco, which consent shall cooperate with not be unreasonably withheld. (ii) In the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense event of any such claim, but the fees Distribution-Related Proceeding or Proceeding relating to a Tax liability as a result of which Remainco could reasonably be expected to become liable for Tax or any Spin-Off-Related Losses and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel with respect to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have Spinco has the right to control represent the defense interests of the Remainco Group pursuant to Section 6(b)(ii) above, (A) Spinco shall consult with Remainco reasonably in advance of taking any significant action in connection with such Proceeding, (B) Spinco shall consult with Remainco and offer Remainco a reasonable opportunity to comment before submitting any written materials prepared or settlement of furnished in connection with such claim Proceeding, (C) Spinco shall defend such Proceeding diligently and in good faith as if it were the reasonable fees and expenses of counsel engaged by the Indemnified Person only party in interest in connection with such Proceeding, (D) Remainco shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice entitled to Indemnified Person participate in such Proceeding and receive copies of any proposed settlement of an indemnified claim. Indemnifying Party may notwritten materials relating to such Proceeding received from the relevant Tax Authority, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlementand (E) Spinco shall not settle, compromise or abandon any such Proceeding without obtaining the prior written consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,Remainco, which consent shall not be unreasonably withheld.

Conduct of Proceedings. Each (a) A Party seeking indemnification under this Clause (“the Indemnified Party”) shall give the other Party (the “Indemnifying Party”) a Notice of any and each all claims asserted against the Indemnifying Party for which indemnification is or may be sought hereunder, together with reasonable details of the nature of such claim. Such notice shall be given as soon as the Indemnified Party becomes aware that it has or may have a claim against the Indemnifying Party, provided that failure to give such Notice shall not abrogate or diminish the Indemnifying Party’s obligation under this clause, if the Indemnifying Party has or receives knowledge of the existence of any such claim by any other Indemnified Person means. (b) Any Party entitled to indemnification shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it and arising out of any matter in respect of which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) thereof, shall be subject to the said indemnity; , provided that Party obligated to indemnify the Indemnifying other Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon and through legal advisers of its giving written choice, if it: i. Gives notice thereof of its intention to do so to the Indemnified Personother Party; ii. Acknowledges in writing its obligation to indemnify the other Party to the full extent provided by this Clause; and iii. Reimburses the other Party for the reasonable costs and expenses previously incurred by the other Party prior to the assumption of such defense by Party obligated to provide indemnification. (c) If any claim, action, proceedings or investigation arises as to which the indemnities provided may apply, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel fails to assume the defense of such claim within a reasonable time after notice of claim, action, proceeding or investigation, then the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying indemnified Party that there may be specific defenses available to it which are different from or additional to those available to at the Indemnifying Party. In each of such cases ’s expense contest or, with the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense prior written consent of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit or proceeding covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled the foregoing agreements to be indemnified hereunder indemnify and the reasonable costs and expenses thereof hold harmless (including reasonable attorneys’ fees and expert witness feesa “Proceeding”) shall be subject arise, the party seeking indemnification pursuant to this Article IX (the said indemnity; provided that the Indemnifying Party “Indemnified Party”) shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the other party (the “Indemnitor”) promptly after the Indemnified PersonParty learns of the existence of such Proceeding; provided, however, that the Indemnified Party’s failure to give the Indemnitor prompt notice shall not bar the Indemnified Party’s right to indemnification unless such failure has materially prejudiced the Indemnitor’s ability to defend the Proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that, Indemnitor shall not settle, or consent to entry of any judgment in any Proceeding, without obtaining a release of the Indemnified Party from, or acknowledging its obligation to indemnify the Indemnified Party for, all Damages in respect of the claims underlying such Proceeding. The parties will fully cooperate in any such action, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of make available to each other any claim against such party, whether books or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in records useful for the defense of any such claim, but Proceeding. If the fees and expenses of Indemnitor fails to acknowledge in writing its obligation to defend against or settle such counsel shall be at Proceeding within thirty (30) days after receiving notice thereof from the expense of Indemnified Party (or such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person shorter time specified in the conduct notice as the circumstances of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) matter may dictate), the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control undertake the defense or and settlement of any such claim and Proceeding, at the reasonable fees and expenses of counsel engaged by Indemnitor’s expense; provided that, if the Indemnified Person Party assumes the defense of any such Proceeding, the Indemnified Party shall be at not settle such Proceeding prior to final judgment thereon or forego any appeal with respect thereto without the expense prior written consent of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party Indemnitor (which consent may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any third party claim, action, suit or proceeding (a "Proceeding") covered by the foregoing agreements to indemnify and hold harmless shall arise, the party seeking indemnification pursuant to this Article 8 (the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") promptly, but in any third event within ten days, after the Indemnified Party learns of the existence of such Proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not release the Indemnitor except to the extent such party alleged is prejudiced by such failure. Such notice shall describe the claim in reasonable detail and include copies of all related notices and documents (including court papers) served on or asserted against received by the Indemnified Party. The Indemnitor shall have the right to participate in such claim or action, to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it arising out advisable to do so, all at the expense of the Indemnitor; provided that, Indemnitor shall not settle, or consent to entry of any matter judgment in any Proceeding, without obtaining a release of the Indemnified Party from, or acknowledging its obligation to indemnify the Indemnified Party for, all Damages in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) claims underlying such Proceeding. If requested by the Indemnified Party, the Indemnitor shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written subject to the limitations set forth in this Section 8.3. After notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel Indemnitor's election to assume the defense of such claim within a reasonable time after notice of or action, the commencement thereof or (c) Indemnitor shall not be liable to the Indemnified Person Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided that, in the event that the Indemnified Party shall reasonably concludes and specifically notifies determine, based upon the Indemnifying Party advice of its outside legal counsel, that there (x) it may be specific defenses have available to it which one or more defenses or counterclaims that are different from inconsistent with one or additional to more of those that may be available to the Indemnifying Party. In each Indemnitor in respect of such cases claim or any litigation relating thereto, or (y) there is a conflict of interest between the Indemnifying Indemnitor and the Indemnified Party, then the Indemnified Party shall not have the right at all times to control have one counsel participate in the defense or settlement of such claim at the expense of the Indemnitor. In such an event, the Indemnitor shall not assume the defense of such Proceeding on behalf of the Indemnified Party and the Indemnified Party shall assume its own defense and the Indemnitor shall pay the reasonable fees and expenses of such counsel engaged by to the Indemnified Person Party. The parties will fully cooperate in any such action, and shall be make available to each other any books or records useful for the defense of any such Proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle any Proceeding that it is obligated to defend hereunder within thirty (30) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall have the right to undertake the defense and settlement of any such Proceeding, at the expense Indemnitor's expense; provided that, if the Indemnified Party assumes the defense of any such Proceeding, the Indemnified Party shall not settle such Proceeding prior to final judgment thereon or forego any appeal with respect thereto without the prior written consent of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party Indemnitor (which consent may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnified Person, and (iii) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of Indemnified Person or any of its Affiliates.

Conduct of Proceedings. Each Party and each other Indemnified Person indemnitee shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified indemnified Person. The indemnified Person shall provide reasonable assistance to the indemnifying Party, and at the indemnifying Party’s expense, in connection with such Indemnifying claim, action, suit or proceeding. Upon such assumption, the indemnifying Party shall conduct with due diligence reimburse the indemnified Person for the reasonable costs and in good faith expenses previously incurred by it prior to the assumption of such defense of any claim against such party, whether or not by the Indemnifying indemnifying Party. The indemnifying Party shall keep the indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in paragraph (c) below, in the event the indemnifying Party assumes the control of the defense, the indemnifying Party will not be joined therein, and liable to the Indemnified indemnified Person shall cooperate under this Article for any legal fees or expenses subsequently incurred by the indemnified Person in connection with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in indemnifying Party shall control the defense settlement of any such claimall claims over which it has assumed the defense; provided, but however, that the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying indemnifying Party shall not have agree to or conclude any settlement that affects the right to control indemnified Person without the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense prior written approval of the Indemnifying Party. Indemnifying Party indemnified Person (whose said approval shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"INDEMNIFIED PARTY") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "INDEMNITOR") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the lndemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of same, if the fees and expenses of such counsel shall be Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; provided that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement provided that the Indemnitor shall not have the right to control proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter has provided the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor, in any way in which the Indemnified Party shall give prompt written notice deems to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,be in its best interest.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have (a) In the right, but not the obligation, to contest, defend and litigate event that any claim, action, suit claims or proceeding by any third party alleged or asserted against it arising out of any matter demand in respect of which it is any Indemnified Party would be entitled to be indemnified indemnification hereunder is asserted against such Indemnified Party by a third party, the Indemnified Party shall with reasonable promptness notify the Indemnifying Party and the reasonable costs Holder Representative of such claim or demand, specifying the nature of and expenses specific basis for such claims or demand and the amount or the estimated amount thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand, the "Claim Notice"), provided, however, that failure to provide timely notice shall not affect the indemnification hereunder except to the extent the Indemnifying Party shall have been prejudiced as a result of such failure (except that the Indemnifying Party shall not be entitled, at its option, to assume and control liable for any losses incurred during the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to period in which the Indemnified Person, and Party failed to give such notice. (b) The Indemnifying Party shall conduct have thirty (30) days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party hereunder with due diligence and in good faith the defense of any respect to such claim against such party, or demand whether or not it desires to defend the Indemnfied Party against such claim or demand. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand and except as hereinafter provided, the Indemnifying Party shall be joined therein, and have the right (but not the obligation) to defend by all appropriate proceedings (including the right to employ counsel reasonably acceptable to the Indemnified Person Party), which proceedings shall be promptly settled or prosecuted by it to a final conclusion. If the Indemnified Party desires to participate in, but not control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate and its counsel in the defense of contesting any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between claim or demand which the Indemnifying Party elects to contest, or, if appropriate and such Indemnified Person related to the claim in the conduct of the defense of such question, in making any counterclaim against any Person. No claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to settled without the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense consent of the Indemnifying Party. Indemnifying Party , which consent shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such partyIndemnified Person, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or claim, (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which that are different from or additional to those available to the Indemnifying Party. In each of such cases case, the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party The amount of any indemnity payment made under Section 12.1 shall give prompt written notice to be reduced by the amount of all insurance proceeds received by the Indemnified Person in respect of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent the event giving rise to the entry right of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,indemnity under Section 12.1.

Conduct of Proceedings. Each Party (i) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, promptly notify the indemnifying party in writing thereof. In case any such action shall be brought against any indemnified party and each other Indemnified Person it shall have notify the rightindemnifying party of the commencement thereof, but not the obligationindemnifying party shall be entitled to participate in and, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against the extent it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its optionwish, to assume and control undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of such claim, action, suit or proceeding at its expense upon its giving written notice thereof election to the Indemnified Person, assume and such Indemnifying Party shall conduct with due diligence and in good faith undertake the defense of thereof, the indemnifying party shall not be liable to such indemnified party under this Section for any claim against legal or other expenses incurred by such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate indemnified party in connection with the Indemnifying Party in such defense. The Indemnified Person may elect defense thereof. (ii) Notwithstanding the foregoing, any indemnified party shall have the right to participate through separate retain its own counsel in the defense of any such claimaction, but the fees and expenses disbursements of such counsel shall be at the expense of such Indemnified Person unless indemnified party unless: (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b1) the Indemnifying Party did not employ counsel indemnifying party has agreed in writing to pay such fees and expenses; (2) the indemnifying party shall have failed promptly to assume the defense of such claim within Proceeding and to employ counsel reasonably satisfactory to such indemnified party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel in writing that a reasonable time after notice conflict of interest is likely to exist if the same counsel were to represent such indemnified party and the indemnifying party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the commencement thereof or (c) indemnifying party, the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party indemnifying party shall not have the right to control assume the defense or settlement thereof on behalf of the indemnified party and such claim and the reasonable fees and expenses of additional counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Partyindemnifying party). Indemnifying Party The indemnifying party shall give prompt written notice to Indemnified Person not be liable for any settlement of any proposed settlement of an indemnified claim. Indemnifying Party may not, such Proceeding effected without Indemnified Person's prior its written consent, settle or compromise which consent shall not be unreasonably withheld. No indemnifying party shall, without the prior written consent of the indemnified party, effect any claim or consent to the entry settlement of any judgment regarding pending Proceeding in respect of which indemnification any indemnified party is being sought hereunder a party, unless such settlement, compromise or consent (i) settlement includes an unconditional release of Indemnified Person such indemnified party from all liability arising out on claims that are the subject matter of such claim,Proceeding. (iii) All fees and expenses of the indemnified party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the indemnified party when it is finally judicially determined that such Indemnified Party is entitled to indemnification hereunder.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate (a) If any claim, action, suit or proceeding arising from any claim of a third-party or otherwise covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled the foregoing agreements to be indemnified hereunder indemnify and the reasonable costs and expenses thereof hold harmless (including reasonable attorneys’ fees and expert witness feesa "Proceeding") shall be subject arise, the party seeking indemnification pursuant to this Article IX (the said indemnity; "Indemnified Party") shall, within the relevant limitation period provided that the Indemnifying Party shall be entitledfor in Section 9.1 above, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Holder Representative, on behalf of the Holders, or the Acquiror, as applicable (the "Indemnitor"), describing in reasonable detail the facts and circumstances with respect to the subject matter of such proceeding promptly after the Indemnified PersonParty learns of the existence of such Proceeding and shall include (if then known) the amount or the method of computation of the amount of such claim; provided, and however, that the Indemnified Party's failure to give the Indemnitor prompt and/or proper notice shall not limit the Indemnified Party's right to indemnification except to the extent that such Indemnifying failure has prejudiced the Indemnitor's ability to defend the Proceeding. (b) In any Proceeding involving a claim brought by a third party, the Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Acquiror or the Holders, as applicable; provided that, (i) the Indemnitor acknowledges in writing its, or in the case of the Holder Representative, the Holders', obligation to indemnify the Indemnified Party with respect to such matter; (ii) the Indemnitor shall conduct not, except with due diligence and in good faith the defense consent of the Indemnified Party, settle, or consent to entry of any claim against judgment in any Proceeding, without obtaining an unconditional release of the Indemnified Party from all damages in respect of the claims underlying such partyProceeding; (iii) the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party and paid at its own expense and (iv) if in the opinion of counsel for such Indemnified Party, whether or not there is a reasonable likelihood of a conflict of interest between the Indemnifying Party shall be joined therein, Indemnitor and the Indemnified Person Party, the Acquiror or the Holders, as applicable, shall cooperate with the Indemnifying be responsible for reasonable fees and expenses of one counsel to such Indemnified Party in connection with such defense. The Indemnified Person may elect parties will fully cooperate in any such action, and shall, to participate through separate counsel in the extent not inconsistent with the preservation of attorney-client or work product privileges, make available to each other any books or records useful for the defense of any such claimProceeding. If the Indemnitor fails to defend against or settle such Proceeding, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control undertake the defense or and settlement of any such claim and Proceeding, at the reasonable fees and expenses of counsel engaged by Acquiror's or Holders' expense, as applicable expense; provided that, if the Indemnified Person Party assumes the defense of any such Proceeding, the Indemnified Party shall be at not settle such Proceeding prior to final judgment thereon or forego any appeal with respect thereto without the expense prior written consent of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party Indemnitor (which consent may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other If any Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by becomes aware of any third party alleged claim against any of the Group Companies or asserted against it arising out the successors to the whole or any part of their businesses (including any matter notification of a Tax audit) after Completion and if this claim is, in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense opinion of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith likely to give the defense of any claim Indemnified Persons the right to make a Claim against such party, whether or not the Indemnifying Party shall be joined therein, and Guarantor : (A) the Indemnified Person shall cooperate with give notice to the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in Guarantor of this third party claim within twenty (20) Business Days of the defense of any such claim, but the fees and expenses Purchaser becoming aware of such counsel shall be at third party claim; (B) the expense Guarantor may within a period of such Indemnified Person unless ten (10) Business Days from the date of receipt of the notice mentioned in paragraph (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person above or without delay, in the conduct event of urgent proceedings or Tax proceedings, provide the Purchaser with the name of the defense representative responsible for assisting, on behalf of the Guarantor and at the Guarantor ‘ cost, in the negotiations or hearings relating to such claim or third party claim; (bC) the Indemnifying Party did not employ counsel to assume Purchaser shall, and shall procure that the defense of such claim within a reasonable time after notice of Group Companies or the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available successors to the Indemnifying Party. In each whole or any part of such cases their businesses shall, cooperate with this representative and provide all assistance to enable the Indemnifying Party shall not have representative to assess the right to control third party claim in question; (D) notwithstanding the defense or settlement appointment of such claim and a representative by the reasonable fees and expenses of counsel engaged by Guarantor, the Indemnified Person shall assume the defence of such third party claim and shall be at free to take any action that it shall deem appropriate for best defending the expense interests of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person and in particular instigating, continuing or ceasing any arbitration or court proceedings, or reaching a settlement. The Purchaser shall, and shall procure that the Group Companies (or the successors to the whole or any part of their businesses) shall inform the Guarantor of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry material changes in circumstances of any judgment such proceedings and shall provide the Guarantor with all information reasonably requested by it in relation thereto. The Purchaser undertakes not to establish nor communicate regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release third party claims without obtaining the prior agreement of Indemnified Person from all liability arising out of the Guarantor on the proposed defence to such claim,.

Conduct of Proceedings. Each Party and each other If any Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by becomes aware of any third party alleged claim against the Purchaser, the Company or asserted against it arising out the successor to the whole or any part of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof Company’s business (including reasonable attorneys’ fees any notification of a Tax audit) after Completion and expert witness fees) shall be subject to if this claim is, in the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense opinion of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith likely to give the defense of any claim Indemnified Persons the right to make a Claim against such party, whether or not the Indemnifying Party shall be joined therein, and Individual Sellers: (A) the Indemnified Person shall cooperate promptly give notice to the Sellers’ Representative of this third party claim, provided that any delay in making such a claim shall reduce the Indemnification Liability only by the extent of the damage effectively suffered by the Individual Sellers as a result of such delay; (B) the Sellers’ Representative may within a period of 30 days from the date of receipt of the notice mentioned in paragraph (a) above or sooner, in the event of urgent proceedings or Tax proceedings, provide the Purchaser with the Indemnifying Party in name of the representative responsible for attending, on behalf of the Sellers’ Representative and at the Sellers’ Representative’s cost, the proceedings relating to such defensethird party claim, provided that the Sellers’ Representative undertakes to indemnify the Indemnified Person against any losses, costs, damages and expenses resulting therefrom. The Indemnified Person may elect to participate through separate counsel in the defense of shall consult with any such claim, but representative to the fees extent commercially reasonable and expenses to the extent such consultation would not jeopardize the Indemnified Persons rights with respect to maintenance of the attorney/client privilege or otherwise. Any failure to consult shall reduce the Indemnification Liability only by the extent of the damage effectively suffered by the Individual Sellers as a result of such counsel shall be at failure; (C) notwithstanding the expense appointment of such Indemnified Person unless (a) there exists a material conflict representative by the Sellers or any other provision of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by this Agreement, the Indemnified Person shall be at entitled to assume the expense defence of such third party claim and shall be free to take any action that it deems to be in the interest of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of (including instigating, continuing or ceasing any proposed settlement of an indemnified claim. Indemnifying Party may notarbitration or court proceedings, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such reaching a settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,).

Conduct of Proceedings. Each Party and each other Indemnified Person indemnitee shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ attorneys fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified indemnified Person. The indemnified Person shall provide reasonable assistance to the indemnifying Party, and at the indemnifying Party's expense, in connection with such Indemnifying claim, action, suit or proceeding. Upon such assumption, the indemnifying Party shall conduct with due diligence reimburse the indemnified Person for the reasonable costs and in good faith expenses previously incurred by it prior to the assumption of such defense of any claim against such party, whether or not by the Indemnifying indemnifying Party. The indemnifying Party shall keep the indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in paragraph (c) below, in the event the indemnifying Party assumes the control of the defense, the indemnifying Party will not be joined therein, and liable to the Indemnified indemnified Person shall cooperate under this Article for any legal fees or expenses subsequently incurred by the indemnified Person in connection with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in indemnifying Party shall control the defense settlement of any such claimall claims over which it has assumed the defense; provided, but however, that the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying indemnifying Party shall not have agree to or conclude any settlement that affects the right to control indemnified Person without the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense prior written approval of the Indemnifying Party. Indemnifying Party indemnified Person, (whose said approval shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld).

Conduct of Proceedings. Each (a) In the event that any Person not a Party and each other Indemnified Person to this Agreement (including a Governmental Authority) shall have the rightlevy an assessment or commence or file or threaten to commence or file any lawsuit or proceeding, but not the obligation, to contest, defend and litigate any claim, action, suit which pending or threatened lawsuit or proceeding by or assessment may result in any third party alleged Losses subject to indemnification under this Agreement (each, a “Third Party Claim”), then the Purchaser Indemnitee or asserted against it arising out of any matter in respect of which it is entitled to the Seller Indemnitee, as the case may be indemnified hereunder and (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees“Indemnified Party”) shall be subject provide written notice (“Notice of Claim”) of such Third Party Claim to the said indemnity; provided indemnifying party (the “Indemnifying Party”) as soon as is reasonably practicable but in any event within thirty (30) days after discovery or receipt of notice of such Proceeding (provided, however, that failure to notify within such time period shall not rescind or revoke the Indemnifying Party’s obligation to indemnify but shall only reduce the amount of the indemnification to the extent that the Indemnifying Party is damaged by such delay). (b) The Indemnifying Party shall be entitledhave the option, at its optionown cost and expense, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) Third Party Claim by retaining counsel for and reasonably acceptable to the Indemnified Person reasonably concludes and specifically notifies Party to defend the same (“Third Party Defense”). If the Indemnifying Party that there may be specific defenses available elects to it which are different from or additional to those available to the Indemnifying Party. In each assume control of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and any Third Party Claim, the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to the Indemnified Person Party of such election and the Indemnified Party shall have the right to participate in the defense of such assessment or such pending or threatened Proceeding at its own expense. The Indemnifying Party will not be entitled to assume the Third Party Defense to the extent that: (i) the Third Party Claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief; or (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation. (c) In the event that the defense of any proposed Third Party Claim is tendered to the Indemnifying Party and the Indemnifying Party assumes control of the Third Party Defense, the Indemnified Party shall cooperate and assist the Indemnifying Party in conducting such Third Party Defense. If the Indemnifying Party assumes the defense of any Third Party Claim, it will take all steps necessary in the defense, prosecution, or settlement of an indemnified claimsuch claim and will hold all Indemnified Parties harmless from and against all Losses caused by or arising out of such Third Party Claim. The Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or will not consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or enter into any settlement except with the written consent of the Indemnified Party; provided that the consent of the Indemnified Party shall not be required if all of the following conditions are met: (i) includes the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnified Parties by the third party of a release of the Indemnified Person Parties from all liability arising out in respect of such Third Party Claim, (ii) there is no finding or admission of (A) any violation of Law by the Indemnified Parties (or any Affiliate thereof), (B) any violation of the rights of any Person and (C) no effect on any other action or claims of a similar nature that may be made against the Indemnified Parties (or any Affiliate thereof), and (iii) the sole form of relief is monetary damages which are paid in full by the Indemnifying Party. The Indemnifying Party shall conduct the defense of the Third Party Claim actively and diligently, and the Indemnified Party will provide reasonable cooperation in the defense of the Third Party Claim. So long as the Indemnifying Party is reasonably conducting the Third Party Defense in good faith, the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnifying Party is not reasonably conducting the Third Party Defense in good faith, the Indemnified Party shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and the Indemnifying Party shall reimburse the Indemnitee promptly for all Losses incurred in connection with such judgment or settlement. (d) In the event that (i) an Indemnified Party gives Notice of Claim to the Indemnifying Party and the Indemnifying Party fails or elects not to assume a Third Party Defense which the Indemnifying Party had the right to assume under this Section 9.4 or (ii) the Indemnifying Party is not entitled to assume the Third Party Defense pursuant to this Section 9.4, the Indemnified Party shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnifying Party. In each case, the Indemnified Party shall conduct the Third Party Defense actively and diligently, and the Indemnifying Party will provide reasonable cooperation in the Third Party Defense. The Indemnified Party shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnified Party without the consent of the Indemnifying Party shall not be determinative of the validity of the claim,, except with the consent of the Indemnifying Party (not to be unreasonably withheld or delayed). If the Indemnifying Party does not elect to assume a Third Party Defense which it has the right to assume hereunder, the Indemnified Party shall have no obligation to do so. (e) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnified Party or the Indemnifying Party, as the case may be, in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each party shall use its best efforts, in respect of any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney-client and work-product privileges

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the rightIf Grantor fails to defend any such condemnation or expropriation proceedings to Lender’s satisfaction, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control Lender may undertake the defense of such claima proceeding for and on behalf of Grantor. To this end, actionGrantor irrevocably appoints Lender as Grantor’s agent and attorney-in-fact, suit such agency being coupled with an interest, to bring, defend, adjudicate, settle, or proceeding at its expense upon its giving written notice thereof otherwise compromise such condemnation or expropriation claims; it being understood, however, that, unless one or more Events of Default (other than the condemnation or expropriation of the Property) then exists under this Mortgage, Lender will not agree to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether final settlement or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense compromise of any such claimcondemnation or expropriation claim without Grantor’s prior approval, but which approval shall not be unreasonably withheld. Application of Net Proceeds. Lender shall have the fees right to receive all proceeds derived or to be derived from the condemnation, expropriation, confiscation, eminent domain, inverse condemnation, or any permanent or temporary requisition or taking of the Property, or any part or parts of the Property (“condemnation proceeds”). In the event that Grantor should receive any such condemnation proceeds, Grantor agrees to immediately turn over and expenses of to pay such counsel proceeds to Lender. All condemnation proceeds, which are received by, or which are payable to either Grantor or Lender, shall be applied, at Lender’s sole option and discretion, and in such manner as Lender may determine (after payment of all reasonable costs, expenses and attorneys’ fees necessarily paid or incurred by Grantor and/or Lender), for the expense of such Indemnified Person unless purpose of: (a) there exists a material conflict of interest between replacing or restoring the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim condemned, expropriated, confiscated, or taken Property; or (b) reducing the Indemnifying Party did not employ counsel to assume then outstanding balance of the defense Indebtedness, together with interest thereon, with such payments being applied in the manner provided in this Mortgage. Lender’s receipt of such claim within a reasonable time after notice of condemnation proceeds and the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each application of such cases the Indemnifying Party proceeds as provided in this Mortgage shall not have affect the right to control the defense or settlement lien of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,this Mortgage.

Conduct of Proceedings. Each Indemnified Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Person Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person Party unless (a) the employment of counsel by such Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person Party in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,or

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered ---------------------- by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct learns of the defense existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding, (bi) the Indemnifying Party did not employ counsel to assume take control of the defense and investigation of such claim within a reasonable time after notice or proceeding, (ii) employ and engage attorneys of its own choice (subject to the approval of the commencement thereof indemnified party, such approval not to be unreasonably withheld) to handle and defend the same, at the indemnifying party's sole cost, risk and expense, and (iii) compromise or (c) settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Person reasonably concludes and specifically notifies Party; provided that the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying PartyIndemnitor, in any way in which the Indemnified Party deems to be in its best interest. Indemnifying Party All payments made pursuant to Section 11.1 of this Agreement or pursuant to any other claim for indemnification hereunder shall give prompt written notice to Indemnified Person of any proposed settlement of be treated as an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent adjustment to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,Purchase Price.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification except to the extent that such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; provided that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense compromise, settle, or settlement dispose of any such claim and the reasonable fees and expenses of counsel engaged by or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Person shall be at Party as set forth herein and then and periodically thereafter provides the expense Indemnified Party with reasonably sufficient evidence of the Indemnifying Partyability of the Indemnitor to satisfy any such liabilities. Indemnifying Party The parties will fully cooperate in any such action, and shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,make

Conduct of Proceedings. Each Party and each other Indemnified Person shall have 10.1 If the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by Buyer becomes aware of any third party alleged or asserted claim (a “third party claim”) which might lead to a relevant claim being made the Buyer shall procure that notice thereof is promptly given to the Seller and (subject to the Buyer being indemnified to its reasonable satisfaction by the Seller against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the all reasonable out-of-pocket costs and expenses thereof (including reasonable attorneys’ fees incurred by the Buyer consequently arising and expert witness fees) provided that any failure to give such notice shall be subject not affect the rights of the Buyer except to the said indemnity; provided extent that the Indemnifying Party shall be entitled, at its option, to assume and control Seller is materially prejudiced by such failure) the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless Buyer: (a) there exists a material conflict shall not make any admission of interest between liability, agreement or compromise with any person, body or authority in relation to any such third party claim without prior consultation with and the Indemnifying Party and such Indemnified Person in the conduct prior agreement of the defense of Seller (such claim consent not to be unreasonably withheld or delayed); and (b) shall take such action as the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or Seller may request (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be but at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice Seller) to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may notavoid, without Indemnified Person's prior written consentdispute, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlementresist, appeal, compromise or consent defend such third party claim which will give rise to a relevant claim. (iSubject to being given an indemnity by the Seller which is reasonably acceptable to the Buyer in all circumstances) includes take such action as the Seller reasonably requires (at the Seller’s expense) in relation to the relevant claim (as applicable) and permit the Seller to conduct the relevant proceedings. 10.2 If the Seller takes on or takes over the conduct of proceedings and/or negotiations pursuant to paragraph 10.1: (a) it shall keep the Buyer reasonably informed of proposed meetings with any relevant third party (reasonable shall, for the purposes of this paragraph 10.2, mean providing the Buyer not less than 2 Business Days written notice informing it that such a meeting is to occur and such notice shall include the location, date and time of such meeting), allow an unconditional release observer appointed on behalf of Indemnified Person the Buyer to attend such meetings and advise the Buyer of the outcome of meetings and discussions to which any such observer was not a party or at which he was not present; and (b) where, in relation to a claim to which this clause 10 applies, the Seller is able to secure a settlement a relevant third party, it shall notify the Buyer in writing and the Buyer shall be under no obligation to agree to such settlement unless (subject to the provisions in this schedule) the Buyer is to be paid the full amount of such settlement to which it is entitled pursuant to this agreement (in which event the Seller shall be released from all liability arising out in respect of such the relevant claim,). 10.3 The provisions of this paragraph 10 shall apply mutatis mutandis where the Buyer becomes aware of any potential claim which it may have against a third party in connection with any relevant claim or potential relevant claim. 10.4 Nothing in this paragraph 10 shall impose any obligation on the Buyer to do anything which would be detrimental to the reputation or goodwill of the Buyer (either alone or in connection with the Business), acting in good faith and in the reasonable judgment of the Buyer. 10.5 The Seller agrees to keep information and/or documents given to it pursuant to paragraph 10 confidential and only to use it for the purpose of the relevant claim in question.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate 6.2.1 If any claim, action, suit action or proceeding by is brought against any third party alleged or asserted against it arising out of any matter the Indemnified Parties in respect of which it is entitled indemnity may be sought under Clause 6.1 (Right of Indemnification) of this Agreement from the Issuer, the Indemnified Party must promptly notify the Issuer of the claim in writing. 6.2.2 Subject to be indemnified hereunder Clause 6.2.4 below and no Potential Issuer Event of Default, or Issuer Event of Default having occurred, the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to Issuer will have the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, option to assume and control the defense defence of such claim, action, suit any action or proceeding at its expense upon its giving written notice thereof brought against an Indemnified Party, with legal advisers satisfactory to the Indemnified PersonParty (acting reasonably) so long as such Indemnified Party is satisfied (acting reasonably) that any such action by the Issuer shall not be prejudicial to such Indemnified Party. 6.2.3 The Issuer shall not, without the prior written consent of the Indemnified Party, settle or compromise, or consent to the entry of judgment with respect to, any action or proceeding to which this Clause 6.2 relates unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of the matters which are the subject to such action or proceeding. 6.2.4 If the named parties to any action or proceeding include both the Indemnified Party and such Indemnifying Party shall conduct with due diligence and in good faith the defense Issuer (or either of any claim against such party, whether or not the Indemnifying Party shall be joined therein, them) and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate has been advised by counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses one or more legal defences available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases Issuer, the Indemnifying Party Issuer shall not have the right to control assume the defense defence of that action or proceeding on behalf of such Indemnified Party and the Indemnified Party shall have the right to employ separate counsel at the cost of the Issuer and to participate in the defence of any action or proceeding brought against it. 6.2.5 The Issuer undertakes to indemnify the Indemnified Parties against any loss or liability which any of them incur as a consequence of the settlement of any action or proceeding effected: (a) with the prior written consent of the Issuer (which consent must not be unreasonably withheld); (b) in circumstances where the Issuer has been given notice of the action or proceeding and has declined the option to defend such claim action or proceeding under Clause 6.2.2 above; or (c) if the circumstances set out in Clause 6.2.4 above exist and the reasonable fees Issuer has been given notice of the proceedings and expenses of the advice of counsel engaged by regarding the Indemnified Person shall be availability of separate defences (as described at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,Clause 6.2.4 above).

Conduct of Proceedings. Each Party (a) In the event that an Indemnitee seeks indemnification pursuant to the terms hereof, the Indemnitee shall give written notice as soon as reasonably practicable, and each other Indemnified Person shall have in any event within 15 days, after an officer of Indemnitee obtains actual knowledge of the rightevent giving rise to such Indemnitee’s claim for indemnification to the Indemnitor specifying in reasonable detail the facts constituting the basis for such claim, but not the obligationamount, to contestthe extent known, defend of the claim asserted and, to the extent known as of such time, the amount of Damages sought in connection with such claim; provided, however, that the right of a person to be indemnified hereunder shall not be adversely affected by a failure to give such notice unless, and litigate then only to the extent that, an Indemnitor is actually prejudiced as a result of such failure. If the Indemnitor disputes its liability with respect to any such claim, the Indemnitor and the Indemnitee shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations within 20 days, such dispute shall, subject to the terms of this Agreement, be resolved by litigation in an appropriate court of competent jurisdiction. Subject to the terms hereof, the Indemnitor shall pay (by wire transfer in immediately available funds) the amount of any valid claim not more than 30 days after the amount of Damages with respect to any claims for indemnification has been agreed upon or finally judicially determined. (b) If any third party claim, action, suit or proceeding covered by the foregoing agreements to indemnify and hold harmless (a “Third Party Proceeding”) shall arise, the Indemnitee shall give written notice thereof to the Indemnitor as soon as reasonably practicable, and in any third party alleged event within 15 days, after an officer of Indemnitee obtains actual knowledge of the existence of such Third Party Proceeding; provided, however, that the Indemnitee’s failure to provide such notice shall not affect the Indemnitee’s right to indemnification unless an Indemnitor is actually prejudiced as a result of such failure. The Indemnitee shall thereupon give the Indemnitor reasonable access to the books and records of the Indemnitee which evidence or asserted against it arising out of any matter in respect of which it is entitled support such claim or the act, omission or occurrence giving rise to be indemnified hereunder such claim and the reasonable costs right, upon prior notice during normal business hours, to interview any employee, agent or other Representative of the Indemnitee related thereto. If the Indemnitor disputes its liability with respect to any such claim, the Indemnitor and expenses thereof (including reasonable attorneys’ fees and expert witness fees) the Indemnitee shall be proceed to negotiate a resolution of such dispute and, if not resolved through negotiations within 20 days, such dispute shall, subject to the said indemnity; terms of this Agreement, be resolved by litigation in an appropriate court of competent jurisdiction. Thereafter, the Indemnitee shall deliver to the Indemnitor, promptly following the Indemnitee’s receipt thereof, copies of all notices and documents (including court documents) received by the Indemnitee relating to the Third Party Proceeding. Except as otherwise set forth in this Section 8.4(b), the Indemnitor shall have the right to at any time assume the defense of a Third Party Proceeding and, in connection therewith, employ counsel reasonably acceptable to the Indemnitee (it being acknowledged that O’Melveny & M▇▇▇▇ LLP and Debevoise & P▇▇▇▇▇▇▇ LLP are reasonably acceptable for the purposes of this Section 8.4(b)) to defend against any such Third Party Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor. Unless and until the Indemnitor has provided that notice to the Indemnifying Indemnitee of its election to assume any defense of any Third Party Proceeding, the Indemnitee shall be entitledhave the right, at its option, to assume and control the defense of such claimthe Third Party Proceeding, action, suit or proceeding at its expense upon its giving written notice thereof to in which case the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party Indemnitor shall be joined therein, and liable for the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the reasonable fees and expenses of such one (1) outside counsel (and not any fees and expenses allocated to internal counsel) employed by the Indemnitee (which outside counsel shall be at reasonably acceptable to the expense of Indemnitor, it being acknowledged and agreed that O’Melveny & M▇▇▇▇ LLP and Debevoise & P▇▇▇▇▇▇▇ LLP are reasonably acceptable for such Indemnified Person unless purposes). Notwithstanding anything to the contrary contained in this Section 8.4, in connection with any Third Party Proceeding in which (ax) there exists is a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim for injunctive relief or a claim other than for monetary damages or (by) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be are specific defenses available to it the Indemnitee which are different from or additional to those available to the Indemnifying Party. In each of such cases Indemnitor and which would be materially adverse to the Indemnifying Party Indemnitor (as reasonably agreed by the Indemnitor and the Indemnitee), then the Indemnitee shall not have the right to control assume and direct the defense or settlement of such claim and Third Party Proceeding. In such an event, the Indemnitor shall be liable only for the reasonable fees and expenses of one (1) outside counsel engaged (and not any fees and expenses allocated to internal counsel) employed by the Indemnified Person Indemnitee (which outside counsel shall be reasonably acceptable to the Indemnitor, it being acknowledged and agreed that O’Melveny & M▇▇▇▇ LLP and Debevoise & P▇▇▇▇▇▇▇ LLP are reasonably acceptable for such purposes). In the event that (i) counsel selected by the Indemnitee shall be unable to represent the Indemnitee in a Third Party Proceeding due to an actual conflict of interest under applicable standards of professional responsibility requiring such counsel to withdraw from representation of such Indemnitee and (ii) the Indemnitor, after notice of such conflict, has not timely substituted such counsel with counsel of its choosing reasonably acceptable to the Indemnitee not so conflicted, then the Indemnitee shall, upon satisfaction of the foregoing conditions, have the right to select separate counsel of its choosing not so conflicted to participate in the defense of such action on its behalf, at the expense of the Indemnifying PartyIndemnitor; provided, however, that in no case shall Indemnitor be responsible for the reasonable fees and expenses of more than one (1) outside counsel (and not any fees and expenses allocated to internal counsel), which counsel shall be reasonably acceptable to the Indemnitor (it being acknowledged and agreed that O’Melveny & M▇▇▇▇ LLP and Debevoise & P▇▇▇▇▇▇▇ LLP are reasonably acceptable for such purposes). Indemnifying Party If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such Proceeding within thirty (30) days after receiving notice thereof from the Indemnitee (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnitee shall give prompt written notice have the right to Indemnified Person undertake the defense and settlement of any proposed settlement of an indemnified claim. Indemnifying such Third Party may notProceeding, without Indemnified Person's prior written consentat the Indemnitor’s expense; provided, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlementhowever, compromise or consent that (i) includes an unconditional release if the Indemnitee assumes the defense of Indemnified Person from all liability arising out any such Third Party Proceeding, the Indemnitee shall not settle such Third Party Proceeding prior to final judgment thereon or forego any appeal with respect thereto without the prior written consent of the Indemnitor (which consent may not be unreasonably withheld) and (ii) the Indemnitor may participate in (but not control) the defense of such claim,action, with its own counsel at its own expense; provided, however, that the Indemnitor shall at no time be liable for the reasonable fees and expenses of more than one (1) outside counsel (and shall at no time be liable for any fees or expenses of internal counsel) employed by the Indemnitee (which outside counsel shall be reasonably acceptable to the Indemnitor, it being acknowledged and agreed that O’Melveny & M▇▇▇▇ LLP and Debevoise & P▇▇▇▇▇▇▇ LLP shall be deemed to be reasonably acceptable for the purposes of this Section 8.4(b)).

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third ---------------------- the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; provided that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor, in any way in which the Indemnified Party shall give prompt written notice deems to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,be in its best interest.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third party alleged or asserted against it arising out the foregoing agreements to indemnify and hold harmless shall arise (by receipt of notice of any matter such claim or proceeding prior to the expiration of the periods set forth in respect of which it is entitled to be indemnified hereunder and SECTION 13.2), the reasonable costs and expenses thereof party who seeks indemnification (including reasonable attorneys’ fees and expert witness feesthe "INDEMNIFIED PARTY") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Personother party (the "INDEMNITOR", and such Indemnifying Party shall conduct with due diligence and which, in good faith the defense case of any claim against such partyPrincipal Holders, whether or not the Indemnifying Party shall be joined therein, and the Holder Representative) promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; PROVIDED that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within thirty (30) calendar days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor, reasonably and in any way in which the Indemnified Party deems to be in its best interest; provided, however, that during such thirty (30) day notice period, the Indemnified Party shall give prompt written notice have the right to Indemnified Person of take any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any actions it deems appropriate to preserve its rights and avoid prejudicing its defenses with regard to such claim or consent proceeding; PROVIDED, FURTHER, that if Indemnitor and Indemnified Party agree in advance that both Indemnitor and Indemnified Party would both share liability with respect to a claim or proceeding, the entry Indemnitor and Indemnified Party shall agree on a joint defense of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise claim or consent (i) includes proceeding without the requirement for an unconditional release advance acknowledgement in writing of Indemnitor's obligation to indemnify the Indemnified Person Party fully from all liability arising out liabilities incurred as a result of such claim,claim or proceeding.

Conduct of Proceedings. Each Party and each other Indemnified Person indemnitee shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person. The Indemnified Person shall provide reasonable assistance to the Indemnifying Party, and at the Indemnifying Party’s expense, in connection with such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against claim, action, suit or proceeding. Upon such partyassumption, whether or not the Indemnifying Party shall be joined therein, and reimburse the Indemnified Person for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the Indemnifying Party. The Indemnifying Party shall cooperate with keep the Indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in paragraph (c) below, in the event the Indemnifying Party assumes the control of the defense, the Indemnifying Party will not be liable to the Indemnified Person under this Article for any legal fees or expenses subsequently incurred by the Indemnified Person in connection with such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in shall control the conduct settlement of all claims over which it has assumed the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party defense; provided, however, that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right agree to control the defense or conclude any settlement of such claim and the reasonable fees and expenses of counsel engaged by that affects the Indemnified Person shall be at without the expense prior written approval of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,whose said approval shall not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; PROVIDED that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor, in any way in which the Indemnified Party shall give prompt written notice deems to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,be in its best interest.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate 6.2.1 If any claim, action, suit action or proceeding by is brought against any third party alleged or asserted against it arising out of any matter the Indemnified Parties in respect of which it is entitled to indemnity may be indemnified hereunder sought under Clause ‎6.1 (Right of Indemnification) of this Agreement from the Issuer or the Guarantor, the Indemnified Party must promptly notify the Issuer and the reasonable costs Guarantor of the claim in writing. 6.2.2 Subject to Clause 6.2.4 below and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to no Potential Issuer Event of Default, or Issuer Event of Default having occurred, the said indemnity; provided that Issuer will have the Indemnifying Party shall be entitled, at its option, option to assume and control the defense defence of such claim, action, suit any action or proceeding at its expense upon its giving written notice thereof brought against an Indemnified Party, with legal advisers satisfactory to the Indemnified PersonParty (acting reasonably) so long as such Indemnified Party is satisfied (acting reasonably) that any such action by the Issuer shall not be prejudicial to such Indemnified Party. 6.2.3 The Issuer and/or Guarantor shall not, without the prior written consent of the Indemnified Party, settle or compromise, or consent to the entry of judgment with respect to, any action or proceeding to which this Clause 6.2 relates unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of the matters which are the subject to such action or proceeding. 6.2.4 If the named parties to any action or proceeding include both the Indemnified Party and such Indemnifying Party shall conduct with due diligence and in good faith the defense Issuer (or either of any claim against such party, whether or not the Indemnifying Party shall be joined therein, them) and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate has been advised by counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses one or more legal defences available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases Issuer, the Indemnifying Party Issuer shall not have the right to control assume the defense defence of that action or proceeding on behalf of such Indemnified Party and the Indemnified Party shall have the right to employ separate counsel at the cost of the Issuer and to participate in the defence of any action or proceeding brought against it. 6.2.5 The Issuer undertakes to indemnify the Indemnified Parties against any loss or liability which any of them incur as a consequence of the settlement of any action or proceeding effected: (a) with the prior written consent of the Issuer (which consent must not be unreasonably withheld); (b) in circumstances where the Issuer has been given notice of the action or proceeding and has declined the option to defend such claim action or proceeding under Clause 6.2.2 above; or (c) if the circumstances set out in Clause 6.2.4 above exist and the reasonable fees Issuer has been given notice of the proceedings and expenses of the advice of counsel engaged by regarding the Indemnified Person shall be availability of separate defences (as described at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,Clause 6.2.4 above).

Conduct of Proceedings. Each Party 8.1 If any claim is made by a third party against the Company or the Purchaser in respect of which the Seller may have a liability under any of the Transaction Documents, excluding the Environmental Deed, the Purchaser shall promptly notify the Seller and each where such third party is not a customer, supplier or other Indemnified Person person who, at the time the claim is made, has a continuing commercial relationship with the Business:- (A) the Seller shall have the right, but not upon notice to the obligationPurchaser, to contest, defend and litigate any claim, action, suit have the conduct of all litigation or proceeding by any third party alleged or asserted against it arising out other proceedings in respect of any such claim and in that connection the Purchaser, or, as applicable, the Company shall give or cause to be given to the Seller all such assistance as the Seller may reasonably require in disputing any such claim and conducting proceedings and shall instruct such solicitors or other professional advisers as the Seller may nominate to act on behalf of the Purchaser but in accordance with the instructions of the Seller PROVIDED THAT the Seller shall, if required by the Purchaser, make an announcement or give such notification to the parties engaged in the proceedings as the Purchaser may reasonably require, to the effect that the Seller has conduct of the Proceedings on behalf of the Purchaser, or, as applicable, the Company; (B) the Seller shall keep the Purchaser fully informed of the conduct of any proceedings of which it has conduct, but otherwise shall have no obligations to consult the Purchaser on any matter in relation to such proceedings; and where the Seller takes over the conduct of any proceedings pursuant to the provisions of sub-paragraph 8.1.(A) above, the Seller shall indemnify and keep the Purchaser indemnified in respect of the liabilities which are the subject of those proceedings 8.2 If any claim is made against the Purchaser in respect of which the Seller may have a liability under any of the Transaction Documents, excluding the Environmental Deed, the Purchaser shall promptly notify the Seller and where the third party is a customer, supplier or other person who, at the time the claim is made, has a continuing commercial relationship with the Business:- (A) the Purchaser shall retain conduct (unless it elects not to, in which case the provisions of paragraph 8.1 above shall apply) of all proceedings provided always that the Purchaser complies with the provisions of (B) and (C) below; (B) the Purchaser shall keep the Seller fully informed of the conduct of any proceedings of which it has conduct, shall consult the Seller on any matter which is entitled or likely to be indemnified hereunder material in relation to any proceedings and shall take account of all reasonable requirements of the reasonable costs and expenses thereof Seller in relation to these; and (including reasonable attorneys’ fees and expert witness feesC) the Purchaser shall be not make any admission, settlement or comprise of the claim which is the subject of proceedings nor agree to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person matter in the conduct of proceedings which may affect the defense amount of the liability in connection with such claim without the prior approval of Seller, such approval not to be in unreasonably withheld or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,delayed.

Conduct of Proceedings. Each Party and each other Indemnified (a) In the event that any Person not a party to this Agreement (including a governmental authority) shall have the rightlevy an assessment or commence or file or threaten to commence or file any lawsuit or proceeding, but not the obligation, to contest, defend and litigate any claim, action, suit which pending or threatened lawsuit or proceeding by or assessment may result in any third Losses subject to indemnification under this Agreement (each, a “Proceeding”), then the indemnified party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees“Indemnified Party”) shall be subject provide written notice of such Proceeding to the said indemnity; provided indemnifying party (the “Indemnifying Party”) as soon as is reasonably practicable but in any event within thirty (30) days after discovery or receipt of notice of such Proceeding (provided, however, that failure to notify within such time period shall not rescind or revoke the Indemnifying Party’s obligation to indemnify but shall only reduce the amount of the indemnification to the extent that the Indemnifying Party is damaged by such delay). (b) The Indemnifying Party shall be entitledhave the option, at its optionown cost and expense, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but Proceeding by retaining counsel for and reasonably acceptable to the fees and expenses of such counsel shall be at Indemnified Party to defend the expense of such Indemnified Person unless (a) there exists a material conflict of interest between same. If the Indemnifying Party and such Indemnified Person in the conduct elects to assume control of the defense of such claim or (b) any proceeding, the Indemnifying Party did not employ counsel to assume assumption of control of the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases by the Indemnifying Party shall not have mean the right Indemnifying Party recognizes its obligations to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by indemnify the Indemnified Person shall be at the expense of the Indemnifying Party. The Indemnifying Party shall give prompt written notice to the Indemnified Person Party of such election and the Indemnified Party shall have the right to participate in the defense of such assessment or such pending or threatened Proceeding at its own expense. (c) In the event that the defense of any proposed settlement of an indemnified claim. Proceeding is tendered to the Indemnifying Party may notand the Indemnifying Party assumes control of such defense, without the Indemnified Person's prior written Party shall cooperate and assist the Indemnifying Party in conducting such defense. (d) If the Indemnifying Party receives a monetary settlement offer (the terms of which provide only for a monetary settlement in exchange for a complete release and dismissal with prejudice) with respect to any Proceeding that such party desires to accept, it shall request the Indemnified Party’s consent, settle or compromise any claim or . If the Indemnified Party has failed to consent to such settlement within ten (10) Business Days of its receipt of the entry settlement offer (or such shorter period as is provided in the settlement offer), the Indemnifying Party shall have the right to pay the amount of settlement to the Indemnified Party, in which event the Indemnifying Party shall be relieved of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise further liability or consent (i) includes an unconditional release of Indemnified Person from all liability obligation arising out of such claim,Proceeding and the Indemnified Party shall be entitled to proceed with the defense of such Proceeding.

Conduct of Proceedings. Each Party and each other Indemnified Person (a) In the event that any person or entity not a party to this Agreement (including a governmental authority) shall have the rightlevy an assessment or commence or file or threaten to commence or file any lawsuit or proceeding, but not the obligation, to contest, defend and litigate any claim, action, suit which pending or threatened lawsuit or proceeding by or assessment may result in any third Losses subject to indemnification under this Agreement (collectively, the "PROCEEDINGS"), then the indemnified party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"INDEMNIFIED PARTY") shall be subject provide written notice of such Proceeding to the said indemnity; provided indemnifying party (the "INDEMNIFYING PARTY") as soon as is reasonably practicable but in any event within thirty (30) days after discovery or receipt of such Proceeding (provided, however, that failure to notify within such time period shall not rescind or revoke the Indemnifying Party's obligation to indemnify but shall only reduce the amount of the indemnification to the extent that the Indemnifying Party is damaged by such delay). (b) The Indemnifying Party shall be entitledhave the option, at its optionown cost and expense (which cost and expense shall not be credited against or recoverable from the Deferred Payment and shall have no impact or effect whatsoever upon the maximum indemnity amounts provided in Section 11.4), to participate in or assume and control of the defense of such claimProceedings (including, actionwithout limitation, suit or proceeding at its expense upon its giving written notice thereof monitoring and conducting all discussions and negotiations with any insurance carrier) by retaining counsel for and reasonably acceptable to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith to defend the defense of any claim against such party, whether or not same. If the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect elects to participate through separate counsel in assume control of the defense of any such claimProceedings, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to the Indemnified Person Party of such election and the Indemnified Party shall have the right to participate in the defense of such assessment or such pending or threatened Proceeding or proceeding at its own expense. (c) If the Indemnifying Party does not, within thirty (30) days of its receipt of the written notice specified in subsection (b) above, notify the Indemnified Party that it will assume control or otherwise participate in the defense of any proposed settlement of an indemnified claim. such Proceeding or thereafter ceases so to do, the Indemnifying Party may not, without shall be bound by the results obtained by the Indemnified Person's prior written consent, settle or compromise any claim or consent Party with respect to such claim. (d) In the event that the defense is tendered to the entry Indemnifying Party and the Indemnifying Party assumes control of the defense, the Indemnified Party shall cooperate and assist the Indemnifying Party in defending any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent Proceeding. (i) includes an unconditional If the Indemnifying Party receives a monetary settlement offer (the terms of which provide only for a monetary settlement in exchange for a complete release and dismissal with prejudice of any Proceeding) that such party desires to accept, it shall request the Indemnified Person from all Party's consent. If the Indemnified Party has failed to consent to such settlement within thirty (30) days of its receipt of the settlement offer (or such shorter period as is provided in the settlement offer), the Indemnifying Party shall have the right to pay the amount of settlement to the Indemnified Party, in which event the Indemnifying Party shall be relieved of any further liability or obligation arising out of such claim and the Indemnified Party shall be entitled to proceed with the defense of such claim,. (ii) If the Indemnifying Party receives a settlement offer, the terms of which provide for performance or compliance other than or in addition to a monetary payment in exchange for a complete release and dismissal with prejudice as referenced above, such settlement shall only be accepted with the Indemnified Party's consent. (f) In effecting the settlement of any Proceeding, each party shall at all times act in good faith and shall consult with the other. In addition, each party shall take and shall cause its Affiliates to take all reasonable steps to mitigate their Losses upon and after becoming aware of any event which could reasonably be expected to give rise to any Losses.