Common use of Defense of Claim Clause in Contracts

Defense of Claim. In case any claim, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.

Defense of Claim. In case any claim, demand or deficiency (With respect to a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding claim by a third party against a party hereto (“an Indemnified Party”) in respect of Party for which indemnity properly indemnification may be sought against the other party (“Indemnitor”) pursuant to under this Agreement, the Indemnifying Party shall have the right, at its option and subject to the remainder of this Section 7.2, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any Claim, which is set forth in the notice sent by the Indemnified Party, by notifying the Indemnified Party in writing to such effect within 30 days of receipt of such notice; provided, however, that the Indemnified Party shall give prompt notice thereof have the right to employ counsel to represent it if, in writing the Indemnified Party’s reasonable judgment based upon the advice of counsel, it is advisable in light of the separate interests of the Indemnified Party, to Indemnitor. Within 30 days after receipt of such notice be represented by separate counsel (or prior to such earlier date including, as any answer in any administrative or other proceeding is dueapplicable, local counsel), Indemnitor may give and in that event the reasonable fees and expenses of one such separate counsel shall be paid by the Indemnifying Party plus appropriate local counsel, if applicable, for all Indemnified Parties; and, provided further, that the Indemnifying Party written notice of its election shall not have the right to conduct assume the defense of such Claim at its own expense unless (i) the Indemnifying Party acknowledges fully the rights of the Indemnified Party (and any separate does not contest, as a whole or in part) the Indemnified Party’s indemnification rights for the Claim, (ii) the counsel engaged selected by the Indemnifying Party is reasonably satisfactory to the Indemnified Party, (iii) the Indemnified Party shall be at its expense). If Indemnitor has given Indemnified is kept informed of all material developments and is furnished copies of all material papers filed or sent to or from the opposing party or parties and (iv) the Indemnifying Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in prosecutes the defense thereof, but of such participation shall be solely at its expense. If Indemnitor shall Claim with commercially reasonable diligence in a manner which does not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct materially prejudice the defense of such Claim. If the Indemnifying Party does not give timely notice in accordance with the preceding sentence, Indemnified the Indemnifying Party may shall be deemed to have given notice that it does not wish to control the handling of such Claim. In the event the Indemnifying Party elects (but need notby notice in writing within such 30-day period) conduct (at the expense of Indemnitor) to assume the defense of any Claim. The party assuming or otherwise control the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense handling of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming for which indemnity is sought, the Indemnifying Party shall indemnify the Defending Party and hold it harmless the Indemnified Party from and against any losses in excess of and all reasonable professional fees (including attorneys’ fees, accountants, consultants and engineering fees) and investigation expenses incurred by the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defenseafter it provides notice under clause (a) and prior to such election, at Indemnitor’s cost, and notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party shall provide reasonable access tohad the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such Claim. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, and copies ofthe Indemnified Party may retain counsel, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseas an indemnification expense, to defend such Claim.

Defense of Claim. In case If the Indemnifying Party elects to defend ---------------- or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the "Litigation Condition"); provided, that the Indemnifying Party expressly agrees -------------------- the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to the Third Party as a result of such proceedings or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) settlement amount agreed with the Third Party in respect of the Third Party Claim without prejudice to any provision in this Agreement or right at law which indemnity properly sought against will allow the other party Indemnifying Party subsequently to recover any amount from the Indemnified Party to the extent the liability under such settlement or award was attributable to the Indemnified Party. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (“Indemnitor”such acceptance not to be unreasonably withheld, refused, conditioned or delayed) pursuant to this Agreementrepresent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party written notice shall not settle any claim for which it is seeking indemnification without the prior consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged claim that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at the each Party's own expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case With respect to a claim by a third party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnity is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”, by notifying the Indemnified Party in writing to such effect within thirty (30) in respect days of which indemnity properly sought against receipt of such notice; provided, however, that the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate employ counsel to represent it if, in the defense thereofIndemnified Party’s reasonable judgment based upon the advice of counsel, but it is advisable in light of the separate interests of the Indemnified Party, to be represented by separate counsel, and in that event the reasonable fees and expenses of such participation separate counsel shall be solely at its expensepaid by the Indemnifying Party but only in respect of one counsel (chosen by the Purchaser) plus appropriate local counsel, if applicable, for all Indemnified Parties. If Indemnitor the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not notify Indemnified wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing (within the time hereinabove providedsuch 30-day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys’ fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnified Party after it provides notice under Section 8.2(a)(i) and prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. In case The Indemnifying Party shall be given the opportunity, at its cost and expense, to contest and defend, by all appropriate legal Proceedings, any claim, demand or deficiency (a “Claim”) Claim with respect to which it is asserted or any action is commenced or notice is given called upon to indemnify the Indemnified Party under the provisions of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the Indemnifying Party to the Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 within thirty (30) calendar days after following receipt of such the Claim Notice. If the Indemnifying Party does not give notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give the Indemnified Party written notice of its election to conduct the defense of contest and defend any such Claim at its own expense (within such period then the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party and any separate shall be responsible for all costs incurred in connection therewith. The Claim which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the Indemnifying Party or the Indemnified Party as may be appropriate. Such Claim shall be conducted by counsel engaged employed by the Indemnifying Party who shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall Claim and to be solely represented by counsel of its own choosing at its own cost and expense. If Indemnitor the Indemnified Party joins in any such Claim, the Indemnifying Party shall not notify have full authority to determine all action to be taken with respect thereto; provided that if the Indemnifying Party reserves its rights with respect to its indemnification obligations under this Agreement as to such Claim, then the Indemnified Party shall have full authority to determine all action to be taken with respect thereto. At any time after the commencement of defense of any Claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment or compromise by the Indemnifying Party of the asserted Claim provided the Indemnifying Party agrees in writing to be solely liable for all Losses relating to such Claim, whereupon such action shall be taken unless the Indemnified Party determines that the contest should be continued and notifies the Indemnifying Party in writing within fifteen (within 15) calendar days of such request from the time hereinabove provided) of its election Indemnifying Party. In the event that the Indemnified Party determines that the contest should be continued, the amount for which the Indemnifying Party would otherwise be liable hereunder shall not exceed the amount which the Indemnifying Party had agreed to conduct the defense pay in payment or consideration of such Claim, provided the other Party to the contested Claim had agreed in writing to accept such amount in payment or compromise of the Claim as of the time the Indemnifying Party made request therefor to the Indemnified Party, and further provided that under such proposed compromise, the Indemnified Party may (but need not) conduct (at would be fully and completely released from any further liability or obligation with respect to the expense of Indemnitor) matters which are the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt subject of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensecontested Claim.

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or Laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within twenty-five (25) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “Defense Notice”). The Indemnifying Party expressly agrees the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to or deficiency (a “Claim”) is asserted settlement reached with the Third Party pursuant to the terms of this Agreement without prejudice to any provision in this Agreement or right at Laws which will allow the Indemnifying Party subsequently to recover any action is commenced amount from the Indemnified Party to the extent the liability under such settlement or notice is given of any administrative or other proceeding against a party hereto (“award was attributable to the Indemnified Party”. Subject to compliance with the Defense Notice, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) in respect to represent the Indemnified Party and shall pay the reasonable fees and expenses of which indemnity properly sought against such counsel related to such proceeding. In any such proceeding, the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party shall not settle any claim for which it is seeking indemnification without the prior written notice consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged claim that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseDefense Notice is not made, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at each Party’s own expense; provided that if the Indemnifying Party does not make the Defense Notice, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or Laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case The following provisions shall apply to any claim, demand or deficiency (Claim to which a “Claim”) Party is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against entitled to indemnification from the other party Party under this Article 14. If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “IndemnitorLitigation Condition”). Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) pursuant to this Agreementrepresent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party written notice shall not settle any Claim for which it is seeking indemnification without the prior consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on Claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at each Party’s own expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case With respect to any claimaction, demand suit or deficiency (a “Claim”) is asserted or any action is commenced or notice is given proceeding as to which Indemnitee must notify the Company of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) commencement thereof pursuant to the procedure set forth in Section 7 of this Agreement: (a) the Company will be entitled to participate therein at its own expense, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior provided that Indemnitee provides signed, written consent to such earlier date participation, which shall not be unreasonably withheld; (b) except as otherwise provided below, the Company may, at its option and jointly with any answer in any administrative or other proceeding is due)indemnifying party similarly notified and electing to assume such defense, Indemnitor may give Indemnified Party assume the defense thereof, with counsel reasonably satisfactory to Indemnitee, provided that Indemnitee provides signed, written consent to such assumption, which shall not be unreasonably withheld. Upon the Company delivering to Indemnitee written notice of its election to assume such defense, and Indemnitee providing signed, written consent thereto, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, except as provided in subsections 8(b)(i)-(iv) below. Indemnitee shall have the right to employ separate counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof, and Indemnitee’s signed, written consent thereto, shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) it is reasonably determined at any time before or during the course of the action, suit or proceeding, that the use of counsel chosen by the Company to represent Indemnitee would present or presents, as the case may be, such counsel with an actual or potential conflict, (iii) it is reasonably determined at any time before or during the course of the action, suit or proceeding, that the use of counsel chosen by the Company to represent Indemnitee would be or is, as the case may be, precluded under the applicable standards of professional conduct then prevailing, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim at its own expense (and any separate action, or fails to continue to retain such counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assume the defense of such Claimaction, Indemnified Party may (but need not) conduct (in each of which cases the fees and expenses of Indemnitee’s separate counsel shall be at the expense of Indemnitorthe Company; and (c) the defense Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claimaction or claim effected without its prior written consent, which shall not be unreasonably withheld. The party assuming the defense of a Claim hereunder (the “Defending Party”) Company shall notify the other party of its intention be permitted to settle, compromise settle any action except that it shall not settle any action or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor claim in any defensemanner that would impose any expenses, at Indemnitorlosses, liabilities, judgments, fines, or penalties (whether civil or criminal) on Indemnitee without Indemnitee’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseprior written consent.

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the "Litigation Condition"). The Indemnifying Party expressly agrees the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to or deficiency (a “Claim”) is asserted settlement reached with the Third Party pursuant to the terms of this Agreement without prejudice to any provision in this Agreement or right at law which will allow the Indemnifying Party subsequently to recover any action is commenced amount from the Indemnified Party to the extent the liability under such settlement or notice is given of any administrative or other proceeding against a party hereto (“award was attributable to the Indemnified Party”. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) in respect to represent the Indemnified Party and shall pay the reasonable fees and expenses of which indemnity properly sought against such counsel related to such proceeding. In any such proceeding, the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party shall not settle any claim for which it is seeking indemnification without the prior written notice consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged claim that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a Party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at each Party's own expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. Promptly after receipt by an indemnified party of notice of the commencement of any action, the indemnified party shall notify the indemnifying party in writing of the commencement thereof if a claim in respect thereof is to be made against an indemnifying party under this Agreement, but the omission of such notice shall not relieve the indemnifying party from liability which it may have to the indemnified party under this Agreement, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Agreement. In case any action is brought against the indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and to the extent that it chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party that it so chooses, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided however that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within twenty (20) days after receiving notice from the indemnified party that the indemnified party believes the indemnifying party has failed to diligently defend such claim, demand or deficiency (ii) if the indemnified party who is a “Claim”) is asserted or defendant in any action or proceeding which is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought also brought against the other indemnifying party (“Indemnitor”) pursuant reasonably shall have concluded that there are legal defenses available to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the indemnified party which conflict with the defense strategy of such Claim at its own expense the indemnifying party, or (iii) if representation under applicable standards of professional conduct require separate representation of the indemnified party and any separate counsel engaged by Indemnified Party the indemnifying party, then the indemnified party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in assume or continue its own defense as set forth above and the defense thereof, but such participation indemnifying party shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within reimburse the time hereinabove provided) of its election to conduct indemnified party for the defense costs of such Claim, Indemnified Party may (but need not) conduct (at defense as provided in Section 4 and 5. In no event shall the expense indemnifying party be responsible for the fees of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensemore than one firm for all indemnified parties.

Defense of Claim. In case any If the Indemnifying Party elects to defend a claim from Third Party, it shall give notice to the Indemnified Party within thirty (30) days after the receipt of the notice from the Indemnified Party of the potential indemnifiable claim which involves (and continues to involve) solely monetary damages; provided, that the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party claim, demand or deficiency subject to the terms, conditions and limitations of this Agreement (a the “ClaimLitigation Conditions”) is asserted or ). Subject to compliance with the Litigation Conditions, the Indemnifying Party shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against such proceeding, the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitorretain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the Indemnifying Party and the Indemnified Party shall have agreed to the retention of such counsel, or (ii) the named parties to any such proceeding include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. Within 30 All such fees and expenses shall be reimbursed as they are incurred. If the litigation conditions are not satisfied within thirty (30) days after receipt notice of such notice (or prior the Third Party claim was provided to such earlier date as any answer in any administrative or other proceeding is due)the Indemnifying Party, Indemnitor may give then the Indemnified Party written notice of its election shall have the right to conduct control the defense of such Claim at its own expense (Third Party claim and any separate counsel engaged by Indemnified the Indemnifying Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in such defense at the defense thereof, but such participation shall be solely at its Indemnifying Party’s own expense. If Indemnitor The Indemnified Party shall not notify settle any claim for which it is seeking indemnification without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in writing (within the time hereinabove provided) of its election to conduct all reasonable respects in the defense of such Claimclaim that is being managed and controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense which consent shall not be unreasonably withheld or delayed), effect any settlement of any Claim. The party assuming pending or threatened proceeding in respect of which the defense of Indemnified Party is a Claim Party and indemnity could have been sought hereunder (by the “Defending Indemnified Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (settlement includes an unconditional release of the “Assuming Party”) shall notify Indemnified Party from all liability on claims that are the Defending Party in writing (within 30 days after receipt subject matter of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseproceeding.

Defense of Claim. In case If any claim, demand or deficiency (a “Claim”) liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall have the right, unless otherwise precluded by applicable law, to conduct and control the defense, compromise or any action is commenced or notice is given settlement of any administrative Action or other proceeding threatened Action brought against a party hereto (“the Indemnified Party”) Party in respect of which matters embraced by the indemnity properly sought against the other party (“Indemnitor”) pursuant to set forth in this Agreement, Section 11. The Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to employ counsel separate from counsel employed by the Indemnifying Party in connection with any such Action or threatened Action and to participate in the defense thereof, but the fees and expenses of such participation counsel employed by the Indemnified Party shall be solely at its expense. If Indemnitor the sole expense of the Indemnified Party unless (i) the Indemnifying Party shall have elected not, or, after reasonable written notice of any such Action or threatened Action, shall have failed, to assume or participate in the defense thereof, (ii) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iii) the parties to any such Action or threatened Action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party shall have been advised in writing by counsel for the Indemnified Party that there may be one or more defenses available to the Indemnified Party that are not available to the Indemnifying Party or legal conflicts of interest pursuant to applicable rules of professional conduct between the Indemnifying Party and the Indemnified Party (in any which case, the Indemnifying Party shall not notify Indemnified Party in writing (within have the time hereinabove provided) of its election right to conduct assume the defense of such ClaimAction on behalf of the Indemnified Party), in either of which events referred to in clauses (i), (ii) and (iii) the fees and expenses of such counsel employed by the Indemnified Party may (but need not) conduct (shall be at the expense of Indemnitor) the defense Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any such Action or threatened Action or consent to the entry of any Claim. The party assuming judgment which does not include as an unconditional term thereof the defense of giving by the claimant or the plaintiff to the Indemnified Party a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party release from all liability in writing (within 30 days after receipt respect of such Action or threatened Action. Unless the Indemnifying Party shall have elected not, or shall have after reasonable written notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action Action or threatened Action failed, to implement such defense. The Assuming assume or participate in the defense thereof, the Indemnified Party shall indemnify may not settle or compromise any Action or threatened Action without the Defending Party and hold it harmless against any losses in excess written consent of the amount Indemnifying Party. If, after reasonable written notice of losses any such Action or threatened Action, the Defending Indemnifying Party would have incurred neglects to defend the Indemnified Party, a recovery against the latter suffered by it in good faith, is conclusive in its favor against the Indemnifying Party; provided, however, that no such conclusive presumption shall be made if the proposed settlement had been agreed to. Indemnified Indemnifying Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide has not received reasonable access to, and copies of, records requested by Indemnitor and shall provide written notice of the reasonable assistance of Action against the Indemnified Party’s employees in connection with any defense.

Defense of Claim. In case With respect to a claim by a third party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnity is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”) , by notifying the Indemnified Party in respect writing to such effect within fifteen days of which indemnity properly sought against receipt of such notice; PROVIDED, HOWEVER, that the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate employ counsel to represent it if, in the defense thereofIndemnified Party's reasonable judgment based upon the advice of counsel, but it is advisable in light of the separate interests of the Indemnified Party, to be represented by separate counsel, and in that event the reasonable fees and expenses of such participation separate counsel shall be solely at its expensepaid by the Indemnifying Party. If Indemnitor the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not notify Indemnified wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing (within the time hereinabove providedsuch fifteen day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys' fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnifying Party prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. In case With respect to a claim by a third party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnity is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”) , by notifying the Indemnified Party in respect writing to such effect within 20 days of which indemnity properly sought against receipt of such notice; provided, however, that the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate employ counsel to represent it if, in the defense thereofIndemnified Party's reasonable judgment based upon the advice of counsel, but it is advisable in light of the separate interests of the Indemnified Party to be represented by separate counsel, and in that event the fees and expenses of one such participation separate counsel shall be solely at its expensepaid by the Indemnifying Party. If Indemnitor the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not notify Indemnified wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing (within the time hereinabove providedsuch 20-day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all fees (including reasonable attorneys' fees, accountants, consultants and engineering fees) and expenses incurred by the Indemnifying Party prior to such election. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. In case any claimIf a Third Party Claim is made against an Indemnitee, demand or deficiency the Indemnitor will be entitled, within thirty (a “Claim”30) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its election intention to conduct assume the defense of such Claim Third Party Claims within such thirty (30) day period (at its own the expense (of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel engaged by Indemnified Party to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be at its expense)paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor has given Indemnified assumes the defense of any Third Party such notice of election to conduct Claim, the defense, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereofthereof and to employ counsel, but such participation shall be solely at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assumes the defense of such any Third Party Claim, Indemnified the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (but need notincluding, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) conduct (day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) Business Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of any Claim. The party assuming the defense Third Party Claim for the account of a Claim hereunder the Indemnitor (with counsel selected by the “Defending Party”) shall notify the other party of its intention Indemnitee), and to settle, compromise or satisfy any settle such Claim and may make such settlementThird Party Claim, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide exercising reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensebusiness judgment.

Defense of Claim. In case If any claim for indemnification by any indemnified party arises out of a claim by a person other than such indemnified party, the indemnifying party may, by written notice to the indemnified party, undertake to conduct any proceedings or negotiations in connection therewith or necessary to defend the indemnified party and take all other steps or proceedings to settle or contest such claim, demand including, but not limited to, the employment of counsel; provided, however, that the indemnifying party shall reasonably consider the advice of the indemnified party as to the defense and settlement of such claim and the indemnified party shall have the right to participate, at its own expense, in such defense, but control of such litigation and settlement shall remain with the indemnifying party. The indemnified party shall provide all reasonable cooperation in connection with any such defense by the indemnifying party. Counsel and auditor fees, filing fees and court fees of all proceedings, contests or deficiency (a “Claim”) lawsuits with respect to any such claim shall be borne by the indemnifying party. If any such claim is asserted or any action is commenced or made hereunder and the indemnifying party elects not to undertake the defense thereof by written notice is given of any administrative or other proceeding against a to the indemnified party, the indemnified party hereto (“Indemnified Party”) in shall be entitled to indemnification with respect of which indemnity properly sought against the other party (“Indemnitor”) thereto pursuant to the terms of this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct Article X. To the extent that the indemnifying party undertakes the defense of such Claim at its own expense (claim by written notice to the indemnified party and any separate counsel engaged by Indemnified Party shall be diligently pursues such defense at its expense), the indemnified party shall be entitled to indemnification hereunder only to the extent that such defense is unsuccessful as determined by a final judgment of a court of competent jurisdiction, or by written acknowledgment of the parties. If Indemnitor has given Indemnified Party such notice any claim for indemnification by Purchaser arises out of election to conduct the defensea claim by Purchaser, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation then Purchaser shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election entitled to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim immediate indemnification hereunder (the “Defending Party”) shall notify the other party of its intention pursuant to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseSection 10.05 hereof.

Defense of Claim. Promptly after receipt by an indemnified party of notice of the commencement of any action, the indemnified party shall notify the indemnifying party in writing of the commencement thereof if a claim in respect thereof is to be made against any indemnifying party under this Agreement, but the omission of such notice shall not relieve the indemnifying party from liability which it may have to the indemnified party under this Agreement, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Agreement. In case any action is brought against the indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and to the extent that it chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party that it so chooses, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided however that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within twenty (20) days after receiving notice from the indemnified party that the indemnified party believes the indemnifying party has failed to diligently defend such claim, demand or deficiency (ii) if the indemnified party who is a “Claim”) is asserted or defendant in any action or proceeding which is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought also brought against the other indemnifying party (“Indemnitor”) pursuant reasonably shall have concluded that there are legal defenses available to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the indemnified party which conflict with the defense strategy of such Claim at its own expense the indemnifying party, or (iii) if in the opinion of counsel for the indemnified party a conflict of interest exists that requires separate representation of the indemnified party and any separate counsel engaged by Indemnified Party the indemnifying party, then the indemnified party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in assume or continue its own defense as set forth above and the defense thereof, but such participation indemnifying party shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within reimburse the time hereinabove provided) indemnified party for the costs of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party In no event shall indemnify the Defending Party and hold it harmless against any losses in excess indemnifying party be reasonable for the fees of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensemore than one firm for all indemnified parties.

Defense of Claim. In case If Purchaser has received actual notice of any claim, demand or deficiency (a “Claim”) is claim asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) commenced in respect of which claim, action or proceeding indemnity properly may be sought against the other party (“Indemnitor”) Sellers pursuant to this Agreement, Indemnified Party shall Purchaser will give prompt notice thereof in writing to IndemnitorSellers. Within 30 fifteen (15) days after the earlier of (i) receipt of such notice or (or prior to such earlier date as any answer in any administrative or ii) receipt of actual notice by Sellers from sources other proceeding is due)than Purchaser, Indemnitor Sellers, acting through the Sellers' representative, may give Indemnified Party Purchaser written notice of its their election to conduct the defense of such Claim claim, action or proceeding at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has Sellers have given Indemnified Party Purchaser such notice of election to conduct the defense, Indemnified Party shall Sellers may conduct the defense at its expense, but Purchaser will nevertheless have the right to participate in the defense thereofdefense, but such participation shall will be solely at its expensethe expense of Purchaser, without a right of further reimbursement. If Indemnitor shall Sellers have not notify Indemnified Party so notified Purchaser in writing (within the time hereinabove above provided) of its election to conduct the defense of such Claimclaim, Indemnified Party action or proceeding, Purchaser may (but need not) conduct (at the expense of IndemnitorSellers' expense) the defense of such claim, action or proceeding. Purchaser may at any Claim. The party assuming the defense time notify Sellers of a Claim hereunder (the “Defending Party”) shall notify the other party of its Purchaser's intention to settle, compromise or satisfy any such Claim claim, action or proceeding (the defense of which Sellers have not previously elected to conduct) and may make such settlement, compromise or satisfaction (at Sellers' expense) unless such other party (the “Assuming Party”) shall Sellers notify the Defending Party Purchaser in writing (within 30 seven (7) days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim claim, action or proceeding and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against Any settlement, compromise or satisfaction made by Purchaser, or any losses in excess such final judgment or decree entered in, any claim, action or proceeding defended only by Purchaser, regardless of the amount of losses or terms, will be deemed to have been consented to by, and will be binding on, Sellers as fully as though they alone had assumed the Defending Party would have incurred if the proposed settlement defense and a final judgment or decree had been agreed toentered in such proceeding or action by a court of competent jurisdiction in the amount of such settlement, compromise, satisfaction, judgment or decree. Indemnified Party shall If Sellers have elected under this Section 8.3 to conduct the defense of any claim, action or proceeding, then Sellers will be obligated to pay the amount of any adverse final judgment or decree rendered with respect to such claim, action or proceeding. If Sellers elect to settle, compromise or satisfy any claim, action or proceeding defended by them, the cost of any such settlement, compromise or satisfaction will be borne entirely by Sellers and may be made only with the consent of Purchaser. Purchaser and Sellers will use all reasonable efforts to cooperate fully with Indemnitor in respect to the defense of any defenseclaim, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested action or proceeding covered by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensethis Section 8.3.

Defense of Claim. At its option, the Indemnifying Party may defend or control the defense of Third Party Claims by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of a Third Party Claim notice. The Indemnified Party may, at any time, assume all such defense if the Indemnifying Party fails to provide such notice within such thirty (30) day period or fails to diligently defend the Third Party Claim at any time. The Indemnifying Party shall be responsible for satisfying and discharging any award made to or settlement reached with the Third Party pursuant to the terms of this Agreement. The Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably delayed or denied) to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In case any claimsuch proceeding, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“the Indemnified Party”) in respect , at its sole expense, shall have the right to retain its own counsel, provided that if the Indemnified Party assumes the defense of which indemnity properly sought against the other party (“Indemnitor”) a Third Party Claim pursuant to this AgreementSection 17.3.2, the Indemnifying Party shall be responsible for such expenses. Neither Party shall settle any Third Party Claim without the prior written consent of the other Party, which consent shall not be unreasonably delayed or denied. The Indemnified Party shall give prompt notice thereof cooperate in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer all reasonable respects in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Third Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified as requested by the Indemnifying Party may (but need not) conduct (and at the expense of Indemnitor) the defense of any ClaimIndemnifying Party. The party assuming Indemnifying Party shall not, without the defense written consent of a Claim hereunder the Indemnified Party (the “Defending Party”) which consent shall notify the other party of its intention to settlenot be unreasonably delayed, compromise or satisfy denied), effect any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense settlement of any such Claim and promptly thereafter take appropriate action to implement Third Party Claim, unless such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess settlement includes an unconditional release of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, from all liability and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseobligations relating to such Claims.

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the "Litigation Condition"). The Indemnifying Party expressly agrees the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to or deficiency (a “Claim”) is asserted settlement reached with the Third Party pursuant to the terms of this Agreement without prejudice to any provision in this Agreement or right at law which will allow the Indemnifying Party subsequently to recover any action is commenced amount from the Indemnified Party to the extent the liability under such settlement or notice is given of any administrative or other proceeding against a party hereto (“award was attributable to the Indemnified Party”. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) in respect to represent the Indemnified Party and shall pay the reasonable fees and expenses of which indemnity properly sought against such counsel related to such proceeding. In any such proceeding, the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party shall not settle any claim for which it is seeking indemnification without the prior written notice consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged claim that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at each Party's own expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case With respect to a claim by a third party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnity is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”) , by notifying the Indemnified Party in respect of which indemnity properly sought against its Response; provided, however, that the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate employ counsel to represent it if, in the defense thereofIndemnified Party's reasonable judgment based upon the advice of counsel, but it is advisable in light of the separate interests of the Indemnified Party, to be represented by separate counsel, and in that event the reasonable fees and expenses of such participation separate counsel shall be solely at its expensepaid by the Indemnifying Party. If Indemnitor the Indemnifying Party does not give timely notice in its Response in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not notify Indemnified wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing (within the time hereinabove providedsuch fifteen-day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys' fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnifying Party prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. In case With respect to a claim by a third party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnity is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”) , by notifying the Indemnified Party in respect writing to such effect within 30 days of which indemnity properly sought against receipt of such notice; provided, however, that the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate employ counsel to represent it if, in the defense thereofIndemnified Party’s reasonable judgment based upon the advice of counsel, but it is advisable in light of the separate interests of the Indemnified Party, to be represented by separate counsel, and in that event the reasonable fees and expenses of such participation separate counsel shall be solely at its expensepaid by the Indemnifying Party but only in respect of one counsel (chosen by the Purchaser) plus appropriate local counsel, if applicable, for all Indemnified Parties. If Indemnitor the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not notify Indemnified wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing (within the time hereinabove providedsuch thirty-day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys’ fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnified Party after it provides notice under clause (i) and prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. In case With respect to any claim, demand Proceeding (other than a Proceeding brought by or deficiency in the right of Xxx Hortons) as to which Indemnitee notifies Xxx Hortons of the commencement thereof: (a “Claim”a) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor Xxx Hortons may give Indemnified Party written notice of its election to conduct the defense of such Claim participate therein at its own expense expense; (and b) Xxx Hortons, jointly with any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defenseother indemnifying party similarly notified, Indemnified Party shall nevertheless have the right to participate in may assume the defense thereof, but such participation shall be solely at its expensewith counsel reasonably satisfactory to Indemnitee. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election After notice from Xxx Hortons to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) Indemnitee of its election to assume the defense thereof, Xxx Hortons shall not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof unless (at its sole expensei) the employment of counsel by Indemnitee or the incurrence of any other Expense has been authorized by Xxx Hortons, (ii) Indemnitee shall have reasonably concluded that there may be a conflict of interest between Xxx Hortons (or any other person or persons included in the joint defense) and Indemnitee in the conduct of the defense of such Proceeding, or (iii) Xxx Hortons shall not, in fact, have employed counsel to assume the defense of such Proceeding; (c) Xxx Hortons shall not be liable to Indemnitee under this Agreement for any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses amounts paid in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defenseProceeding effected without Xxx Hortons’ written consent; (d) Xxx Hortons shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent; and (e) Neither Xxx Hortons nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, at Indemnitor’s costhowever, and Indemnified Party shall that Indemnitee may withhold consent to any settlement that does not provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance a complete release of Indemnified Party’s employees in connection with any defenseIndemnitee.

Defense of Claim. In case The Indemnifying Party shall defend the Indemnified Party against the Third Party Claim; provided, that the Indemnifying Party has the financial resources to satisfy, and expressly agrees that it shall be responsible for satisfying and discharging, any claim, demand judgment or deficiency (award made to the Third Party as a “Claim”) is asserted result of such proceedings or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) settlement amount agreed to with the Third Party in respect of which indemnity properly sought against the other party Third Party Claim, without prejudice to any provision in this Agreement or right under applicable Law that allows the Indemnifying Party subsequently to recover any amount from the Indemnified Party. The Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (“Indemnitor”such acceptance not to be unreasonably withheld, refused, conditioned or delayed) pursuant to this Agreementrepresent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party written notice unless: (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of its election such counsel, or (b) the named parties to conduct any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the circumstance described in the preceding sentence, all reasonable attorneys’ fees and expenses of the Indemnified Party shall be reimbursed as they are incurred. The Indemnified Party shall have the right to control the defense of the Third Party Claim only if the Indemnifying Party fails to defend the Third Party Claim, and if the Indemnified Party controls the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Third Party Claim, the Indemnifying Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in such defense at the defense thereof, but such participation shall be solely at its Indemnifying Party’s own expense. If Indemnitor The Indemnified Party shall not notify settle any claim for which it is seeking indemnification without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, at the Indemnifying Party’s expense and request, cooperate in writing (within the time hereinabove provided) of its election to conduct all reasonable respects in the defense of such the Third Party Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.

Defense of Claim. In case The Indemnifying Party shall defend the Indemnified Party against the Third Party Claim and shall be responsible for satisfying and discharging any claim, demand judgment or deficiency (award made to the Third Party as a “Claim”) is asserted result of such proceedings or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) settlement amount agreed to with the Third Party in respect of which indemnity properly sought against the other party Third Party Claim; provided, that the Indemnifying Party has the financial resources to satisfy any judgment or award made to the Third Party as a result of such proceedings or settlement amount agreed to with the Third Party in respect of the Third Party Claim, without prejudice to any provision in this Agreement or right under applicable Law that allows the Indemnifying Party subsequently to recover any amount from the Indemnified Party. The Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (“Indemnitor”such acceptance not to be unreasonably withheld, refused, conditioned or delayed) pursuant to this Agreementrepresent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party written notice unless: (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of its election such counsel, or (b) the named parties to conduct any such proceeding (including, but not limited to, any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In the circumstance described in the preceding sentence, all reasonable attorneys’ fees and expenses of the Indemnified Party shall be reimbursed by the Indemnifying Party as they are incurred. The Indemnified Party shall have the right to control the defense of the Third Party Claim only if the Indemnifying Party fails to defend the Third Party Claim, and if the Indemnified Party controls the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Third Party Claim, the Indemnifying Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in such defense at the defense thereof, but such participation shall be solely at its Indemnifying Party’s own expense. If Indemnitor The Indemnified Party shall not notify settle any claim for which it is seeking indemnification without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, at the Indemnifying Party’s expense and request, cooperate in writing (within the time hereinabove provided) of its election to conduct all reasonable respects in the defense of such the Third Party Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.

Defense of Claim. In case The Indemnifying Party shall defend or control the defense of Third Party Claims. The Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against settlement reached with the other party (“Indemnitor”) Third Party pursuant to the terms of this Agreement. The Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in, but not control, the defense of such proceeding at its own cost and expense, and shall have the right to retain its own counsel, at its own cost and expense. Neither Party shall settle any Third Party Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall cooperate in all reasonable respects in the defense thereofof such Third Party Claim, but such participation as requested by the Indemnifying Party. The Indemnifying Party shall be solely at its expense. If Indemnitor not, without the written consent of the Indemnified Party (which consent shall not notify be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes an unconditional release of the Indemnified Party from all liability on such Claims. Notwithstanding the foregoing, if the Indemnifying Party notifies the Indemnified Party in writing (within the time hereinabove provided) of its election that it does not intend to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) assume the defense of any Claim. The party assuming Third Party Claim subject to indemnification hereunder in accordance with the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise foregoing or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election fails to assume (at its sole expense) the defense of any such Third Party Claim and promptly thereafter take appropriate at least [***] Business Days before any deadline the passing of which could adversely affect the outcome without responsive action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess by or on behalf of the amount of losses the Defending Indemnified Party would have incurred (or, if the proposed settlement had been agreed to. Indemnifying Party receives less than [***] Business Days’ notice of such deadline, if it fails to assume such defense as soon as practicable following receipt of notice), the Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitorhave the right to assume and control such defense and shall have the right to settle or compromise the same without the Indemnifying Party’s costconsent, and the fees and expenses incurred by the Indemnified Party shall provide in connection therewith, including its reasonable access tolegal fees and expenses, and copies of, records requested by Indemnitor and shall provide will be included in the reasonable assistance of Indemnified Party’s employees indemnifiable Losses in connection with any defensesuch Third Party Claim.

Defense of Claim. In case any If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party claim, demand it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within 45 days after the receipt of written notice from the Indemnified Party of the potentially indemnifiable claim. The Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or deficiency (a “Claim”delayed) is asserted or to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against such proceeding, the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party shall not settle any claim for which it is seeking indemnification without the prior written notice consent of its election to conduct the Indemnifying Party, which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim claims that are being managed or controlled by the Indemnifying Party at its own expense (and any separate counsel engaged by the sole cost of the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party shall be at its expense). If Indemnitor has given effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such notice settlement includes an unconditional release of election to conduct the defense, Indemnified Party shall nevertheless have from all liability on claims that are the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense subject matter of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseproceeding.

Defense of Claim. In case any claimUpon receipt of the notice described in section 12, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given the Indemnifying Party shall be entitled to exercise control of the defense and settlement of any administrative or other proceeding against a third party hereto claim giving rise to the claim to indemnification, provided that (“Indemnified i) such defense and settlement shall be at the sole cost and expense of the Indemnifying Party”; (ii) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnifying Party shall notify the Indemnified Party shall give prompt notice thereof of its intention to assume control of the defense and settlement within a reasonable time (and in writing to Indemnitor. Within no event more than 30 days after days) following its receipt of such the notice described in section 12; (or prior iii) the Indemnifying Party shall be permitted to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct control the defense of the claim only if the Indemnifying Party is financially capable of such Claim at its own expense defense and engages the services of a qualified attorney, each in the reasonable judgment of the Indemnified Party; (iv) the Indemnifying Party shall not thereafter withdraw from control of such defense and any separate counsel engaged by settlement without giving reasonable advance notice to the Indemnified Party; (v) the Indemnified Party shall be entitled to participate in, but not control, such defense and settlement at its own cost and expense). If Indemnitor has given Indemnified Party such notice ; (vi) before entering into any settlement of election to conduct the defenseclaim, Indemnified the Indemnifying Party shall nevertheless have be required to obtain the right to participate in prior written approval of the defense thereofIndemnified Party, but such participation which shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) unreasonably withheld, if pursuant to or as a result of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise injunctive or satisfaction unless such other party equitable relief would be imposed against the Indemnified Party or its assets or business; and (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expensevii) the defense Indemnifying Party will not enter into any settlement of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify claim without the Defending Party and hold it harmless against any losses in excess prior written consent of the amount Indemnified Party, unless the Indemnifying Party agrees to be liable for any amounts to be paid to the third party pursuant to such settlement and satisfies to the reasonable satisfaction of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseits ability to satisfy such liability.

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “Litigation Condition”); provided that the Indemnifying Party expressly agrees the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to the Third Party as a result of such proceedings or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) settlement amount agreed with the Third Party in respect of the Third Party Claim without prejudice to any provision in this Agreement or right at law which indemnity properly sought against will allow the other party Indemnifying Party subsequently to recover any amount from the Indemnified Party to the extent the liability under such settlement or award was attributable to the Indemnified Party. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (“Indemnitor”such acceptance not to be unreasonably withheld, refused, conditioned or delayed) pursuant to this Agreementrepresent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party written notice shall not settle any Claim for which it is seeking indemnification without the prior consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on Claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at the each Party’s own expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case any claim, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified The Indemnifying Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due)defend and settle, Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense and by its own counsel (reasonably satisfactory to the Indemnified Party) any such matter so long as the Indemnifying Party pursues the same diligently and in good faith and the settlement does not negatively affect or impair the rights of the Indemnified Party; provided, however, that under no circumstance shall the Indemnifying Party settle any separate counsel engaged by claim without the written consent of the Indemnified Party. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be at its expense)limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party's possession or control. If Indemnitor has given All Indemnified Party such notice of election Parties shall use the same counsel, which shall be the counsel selected by Indemnifying Party, provided that if counsel to conduct the defense, Indemnified Party shall nevertheless have a conflict of interest that prevents such counsel from representing a particular Indemnified Party, such Indemnified Party shall have the right to participate in such matter through counsel of its own choosing and the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnifying Party will reimburse the Indemnified Party in writing (within for the time hereinabove provided) actual reasonable expenses of its election to conduct counsel. After the defense of such Claim, Indemnifying Party has notified the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise undertake to defend or satisfy settle any such Claim asserted liability, and may make such settlement, compromise or satisfaction unless such other party (for so long as the “Assuming Party”) shall notify the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement diligently pursues such defense. The Assuming , the Indemnifying Party shall indemnify not be liable for any additional legal expenses incurred by the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense or settlement of such asserted liability unless such expenses relate to those incurred as the result of hiring counsel due to a conflict of interest. If the Indemnifying Party desires to accept a final and complete settlement of any claim that does not negatively affect or impair the rights of the Indemnified Party and the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party's liability under this SECTION 5.3 with respect to such claim shall be limited to the amount so offered by the Indemnifying Party in settlement and the Indemnified Party shall reimburse the Indemnifying Party for any additional costs of defense which it subsequently incurs with respect to such claim and all additional costs of settlement or judgment. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is entitled to indemnification hereunder, or fails to diligently pursue such defense, the Indemnified Party may undertake such defense through counsel of its choice, at the cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in such defense or settlement and any other liabilities or expenses incurred by the Indemnified Party in connection therewith, provided, however, that under no circumstances shall the Indemnified Party settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Defense of Claim. In case any claimIf a Third Party Claim is made against an Indemnitee, demand or deficiency the Indemnitor will be entitled, within thirty (a “Claim”30) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its election intention to conduct assume the defense of such Claim Third Party Claims within such thirty (30) day period (at its own the expense (of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel engaged by Indemnified Party to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be at its expense)paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor has given Indemnified assumes the defense of any Third Party such notice of election to conduct Claim, the defense, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereofthereof and to employ counsel, but such participation shall be solely at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assumes the defense of such any Third Party Claim, Indemnified the Indemnitor will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee reasonably informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (but need notincluding, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) conduct (day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after five (5) Business Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of any Claim. The party assuming the defense Third Party Claim for the account of a Claim hereunder the Indemnitor (with counsel selected by the “Defending Party”) shall notify the other party of its intention Indemnitee), and to settle, compromise or satisfy any settle such Claim and may make such settlementThird Party Claim, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide exercising reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensebusiness judgment.

Defense of Claim. In case any claimIf a Third Party Claim is made against an Indemnitee, demand or deficiency the Indemnitor will be entitled, within thirty (a “Claim”30) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its election intention to conduct assume the defense of such Claim Third Party Claims within said thirty (30) day period (at its own the expense (of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel engaged by Indemnified Party to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be at its expense)paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor has given Indemnified assumes the defense of any Third Party such notice of election to conduct Claim, the defense, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereofthereof and to employ counsel, but such participation shall be solely at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assumes the defense of such any Third Party Claim, Indemnified the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (but need not) conduct including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of any Claim. The party assuming the defense Third Party Claim for the account of a Claim hereunder the Indemnitor (with counsel selected by the “Defending Party”) shall notify the other party of its intention Indemnitee), and to settle, compromise or satisfy any settle such Claim and may make such settlementThird Party Claim, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide exercising reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensebusiness judgment.

Defense of Claim. In case The Indemnifying Party shall be given the opportunity, at its cost and expense, to contest and defend, by all appropriate legal Proceedings, any claim, demand or deficiency (a “Claim”) Claim with respect to which it is asserted or any action is commenced or notice is given called upon to indemnify the Indemnified Party under the provisions of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the Indemnifying Party to the Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 within thirty (30) calendar days after following receipt of such the Claim Notice. If the Indemnifying Party does not give notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give the Indemnified Party written notice of its election to conduct the defense of contest and defend any such Claim at its own expense (within such period then the Indemnifying Party shall be bound by the result obtained with respect thereto by the Indemnified Party and any separate shall be responsible for all costs incurred in connection therewith. The Claim which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the Indemnifying Party or the Indemnified Party as may be appropriate. Such Claim shall be conducted by counsel engaged employed by the Indemnifying Party who shall be reasonably satisfactory to the Indemnified Party and the Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall Claim and to be solely represented by counsel of its own choosing at its own cost and expense. If Indemnitor the Indemnified Party joins in any such Claim, the Indemnifying Party shall not notify have full authority to determine all action to be taken with respect thereto; provided that if the Indemnifying Party reserves its rights with respect to its indemnification obligations under this Agreement as to such Claim, then the Indemnified Party shall have full authority to determine all action to be taken with respect thereto. At any time after the commencement of defense of any Claim, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment or compromise by the Indemnifying Party of the asserted Claim provided the Indemnifying Party agrees in writing to be solely liable for all Losses relating to such Claim, whereupon such action shall be taken unless the Indemnified Party determines that the contest should be continued and notifies the Indemnifying Party in writing within fifteen (within 15) calendar days of such request from the time hereinabove provided) of its election Indemnifying Party. In the event that the Indemnified Party determines that the contest should be continued, the amount for which the Indemnifying Party would otherwise be liable hereunder shall not exceed the amount which the Indemnifying Party had agreed to conduct the defense pay in payment or consideration of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify provided the other party of its intention to settle, compromise or satisfy any such the contested Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party had agreed in writing (within 30 days after receipt to accept such amount in payment or compromise of the Claim as of the time the Indemnifying Party made request therefor to the Indemnified Party, and further provided that under such proposed compromise, the Indemnified Party would be fully and completely released from any further liability or obligation with respect to the matters which are the subject of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensecontested Claim.

Defense of Claim. In case The following provisions shall apply to any claim, demand or deficiency (claim to which a “Claim”) Party is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against entitled to indemnification from the other party Party under this Article 13. If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “IndemnitorLitigation Condition”). Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld or delayed) pursuant to this Agreementrepresent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party written notice shall not settle any claim for which it is seeking indemnification without the prior consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim claim that is being managed and/or controlled by the Indemnifying Party, at its own expense the Indemnifying Party’s cost and expense. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding and will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnified Party in any separate counsel engaged by manner. Notwithstanding the foregoing, Acura’s consent (which shall not be unreasonably withheld, delayed or conditioned) shall be required for any settlement that entails any license, covenant not to xxx relating to, admission of invalidity or unenforceability or abandonment of any of Acura’s intellectual property, including the Aversion Technology, and Egalet’s consent (which shall not be unreasonably withheld, delayed or conditioned) shall be required for any settlement that entails any license or covenant not to xxx with respect to any Third Party Infringement related to a Paragraph IV Certification with respect to the Product or that would otherwise grant any rights to manufacture, use, sell or otherwise commercialize [*****] or admission of invalidity or unenforceability or abandonment of any Product-specific Intellectual Property. If the Litigation Condition is not met, then the Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such Third Party Claim, for which the Indemnifying Party shall pay the reasonable fees and costs incurred by the Indemnified Party, and the Parties shall cooperate in and be consulted on the material aspects of such defense at the Indemnifying Party’s expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim at its sole cost and expense and so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case If any claim, demand lawsuit or deficiency (a “Claim”) is asserted or any enforcement action is commenced or notice is given of any administrative or other proceeding against filed by a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreementthird party, Indemnified Party shall give prompt written notice thereof shall be given to the indemnifying party as promptly as is practicable (and in any event within fifteen (15) days after the service of the citation or summons). After such notice, if the indemnifying party acknowledges in writing to Indemnitor. Within 30 days after receipt the indemnified party that the indemnifying party shall be obligated under the terms of Article VII in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such notice (lawsuit or prior action and to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice employ and engage attorneys of its election own choice to conduct handle all aspects of such defense, at the indemnifying party’s cost, risk and expense, provided that the indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto without conflict of interest in such defense between CBC and LCNB. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost and with no right of indemnification with respect thereto, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the indemnifying party does not assume responsibility for defense of the third party action, then the indemnified party may proceed with the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense)the action. If Indemnitor the indemnifying party has given Indemnified Party such notice of election acknowledged to conduct the defenseindemnified party its obligations to indemnify hereunder, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor indemnified party shall not notify Indemnified Party in writing (within settle such lawsuit or enforcement action without the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess prior written consent of the amount of losses the Defending Party would have incurred indemnifying party and, if the proposed settlement had been agreed to. Indemnified Party indemnifying party has not so acknowledged its obligation, the indemnified party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide not settle such lawsuit or enforcement action without ten (10) days’ prior written notice to the reasonable assistance of Indemnified Party’s employees in connection with any defenseindemnifying party.

Defense of Claim. In case (a) If any claim, demand or deficiency (a “Claim”) claim that is within the scope of the indemnities set forth in this Article 11 is asserted or against any action is commenced or notice is given of any administrative or other proceeding against a indemnified party, then the indemnified party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such written notice (or prior to such earlier date as any answer in any administrative or other proceeding is due)each, Indemnitor may give an “Indemnified Party written notice of Notice”) thereof to the indemnifying party (i.e., within a time period so as not to prejudice the indemnifying party’s or its election insurer’s ability to conduct defend effectively any action or proceeding brought on such claim) and the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party indemnifying party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) defend and control the defense of any Claim. The action or proceeding brought on such claim with counsel chosen by the indemnifying party’s insurance company or by the indemnifying party assuming subject to the defense approval of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other indemnified party (such approval not to be unreasonably withheld). If the “Assuming Party”) indemnified party fails promptly to give an Indemnified Party Notice or if the indemnified party shall notify not afford the Defending Party in writing (within 30 days after receipt of such notice of intention indemnifying party the right to settle, compromise or satisfy) of its election to assume (at its sole expense) defend and control the defense of any such Claim action or proceeding then, in either of such events, the indemnifying party shall have no obligation under the applicable indemnity set forth in this Lease with respect to such action or proceeding or other actions or proceedings involving the same or related facts. If the indemnifying party shall defend any such action or proceeding, then the following shall apply: (1) the indemnified party shall cooperate with the indemnifying party (or its insurer) in the defense of any such action or proceeding in such manner as the indemnifying party (or its insurer) may from time to time reasonably request and promptly thereafter take appropriate the indemnifying party shall not be liable for the costs of any separate counsel employed by the indemnified party; (2) the indemnifying party shall not be liable for any settlement made without the indemnifying party’s consent; (3) if such action or proceeding can be settled by the payment of money and without the need to implement admit liability on the indemnified party’s part and without any civil or criminal penalties being imposed upon the indemnified party, then the indemnifying party shall have the right to settle such defense. The Assuming Party action or proceeding without the indemnified party’s consent and the indemnifying party shall indemnify have no obligation under the Defending Party applicable indemnity set forth in this Lease with respect to such action or proceeding or other actions or proceedings involving the same or related facts if the indemnified party refuses to agree to such a settlement; and (4) if such action or proceeding cannot be settled merely by the payment of money and hold it harmless against without the need to admit liability on the indemnified party’s part and without any losses civil or criminal penalties being imposed upon the indemnified party, then the indemnifying party shall not settle such action or proceeding without the indemnified party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) and if the indemnified party unreasonably withholds, conditions or delays its consent to any such settlement, then the indemnifying party shall have no obligation to further defend (or pay for the defense of) such action or proceeding or other actions or proceedings involving the same or related facts, and shall not be liable for Claims arising therefrom in excess of the amount of losses Claims the Defending Party indemnifying party would have incurred if paid pursuant to the proposed settlement had been agreed to. offer. (b) If an indemnifying party shall, in good faith, believe that a Claim set forth in an Indemnified Party Notice is or may not be within the scope of the indemnifying party’s indemnity set forth in this Lease then, pending determination of that question, the indemnifying party shall cooperate not be deemed to be in default under this Lease by reason of its failure or refusal to indemnify and hold harmless any indemnified party therefrom or to pay such costs, expenses and liabilities; provided, that if it shall be finally determined by a court of competent jurisdiction that such Claim was within the scope of such indemnifying party’s indemnity set forth in this Lease then such indemnifying party shall be liable for any judgment or reasonable settlement and any reasonable legal fees incurred by the party entitled to indemnity hereunder, together with Indemnitor interest at the Default Rate on the outstanding amount of all such costs and expenses from the date paid by the indemnified party (or, if later, the date the notice of such Claim was given to the indemnifying party) until the indemnifying party pays to the indemnified party all such amounts in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensefull.

Defense of Claim. Subject to the right of the Indemnifying Party to assume the defense of an action, suit or proceeding to the extent provided below, the Indemnitee shall be entitled to select his or her own counsel subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In case any claim, demand or deficiency (the event that there is more than one defendant in a “Claim”) is asserted or any particular action is commenced or notice is given and the Indemnifying Party assumes control of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim action pursuant to this paragraph, the Indemnitee agrees to cooperate with the Indemnifying Party in the selection of primary defense counsel. With respect to any action, suit or proceeding: (a) the Indemnifying Party shall be entitled to participate therein at its own expense expense; (and b) except as otherwise provided below, to the extent that it may wish, the Indemnifying Party jointly with any separate counsel engaged by Indemnified Party other indemnifying party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election entitled to conduct the defense, Indemnified Party shall nevertheless have the right to participate in assume the defense thereof, but such participation shall be solely at its expensewith counsel reasonably satisfactory to the Indemnitee. If Indemnitor shall not notify Indemnified After notice from the Indemnifying Party in writing (within to the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) Indemnitee of its election to assume the defense thereof, the Indemnifying Party will not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnitee shall have the right to employ his or her counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Indemnifying Party of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Indemnifying Party, (ii) the Indemnitee shall have reasonably concluded, based on the advice of counsel, that there may be a conflict of interest between the Indemnifying Party and the Indemnitee in the conduct of the defense of such action or that there may be one or more legal defenses available to the Indemnitee that are different from or additional to those available to other persons, or (iii) the Indemnifying Party shall not in fact have employed counsel to assume the defense of such action within a reasonable time, in each of which cases the fees and expenses of counsel shall be at its sole expense) the expense of the Indemnifying Party. The Indemnifying Party shall not be entitled to assume the defense of any such Claim and promptly thereafter take appropriate action, suit or proceeding as to which the Indemnitee, based on the advice of counsel, shall have reasonably concluded clause (ii) above applies; and (c) the Indemnifying Party shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action to implement such defenseor claim effected without its written consent. The Assuming Indemnifying Party shall indemnify the Defending Party and hold it harmless against not settle any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor action or claim in any defensemanner that would impose any expense, at Indemnitorpenalty or limitation on the Indemnitee, or that would contain any language that could reasonably be viewed as an acknowledgment of wrongdoing on the Indemnitee’s costpart or otherwise detrimental to the Indemnitee’s reputation, and Indemnified without the Indemnitee’s written consent. Neither the Indemnifying Party nor the Indemnitee shall provide reasonable access tounreasonably withhold, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with condition or delay its or his consent to any defenseproposed settlement.

Defense of Claim. In case If Purchaser has received actual notice of any claim, demand or deficiency (a “Claim”) is claim asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) commenced in respect of which claim, action or proceeding indemnity properly may be sought against the other party (“Indemnitor”) Sellers or either Seller pursuant to this Agreement, Indemnified Party shall Purchaser will give prompt notice thereof in writing to IndemnitorSellers or such Seller, as the case may be. Within 30 fifteen (15) days after the earlier of (i) receipt of such notice or (or prior to such earlier date as any answer in any administrative or ii) receipt of actual notice by Sellers from sources other proceeding is due)than Purchaser, Indemnitor Sellers may give Indemnified Party Purchaser written notice of its their election to conduct the defense of such Claim claim, action or proceeding at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has Sellers have given Indemnified Party Purchaser such notice of election to conduct the defense, Indemnified Party shall Sellers may conduct the defense at its expense, but Purchaser will nevertheless have the right to participate in the defense thereofdefense, but such participation shall will be solely at its expensethe expense of Purchaser, without a right of further reimbursement. If Indemnitor shall Sellers have not notify Indemnified Party so notified Purchaser in writing (within the time hereinabove above provided) of its election to conduct the defense of such Claimclaim, Indemnified Party action or proceeding, Purchaser may (but need not) conduct (at the expense of IndemnitorSellers' expense) the defense of such claim, action or proceeding. Purchaser may at any Claim. The party assuming the defense time notify Sellers of a Claim hereunder (the “Defending Party”) shall notify the other party of its Purchaser's intention to settle, compromise or satisfy any such Claim claim, action or proceeding (the defense of which Sellers have not previously elected to conduct) and may make such settlement, compromise or satisfaction (at Sellers' expense) unless such other party (the “Assuming Party”) shall Sellers notify the Defending Party Purchaser in writing (within 30 seven (7) days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim claim, action or proceeding and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify If Sellers have elected under this Section 10.3 to conduct the Defending Party and hold it harmless against defense of any losses in excess of claim, action or proceeding, then Sellers will be obligated to pay the amount of losses any adverse final judgment or decree rendered with respect to such claim, action or proceeding. If Sellers elect to settle, compromise or satisfy any claim, action or proceeding defended by them, the Defending Party would have incurred if cost of any such settlement, compromise or satisfaction will be borne entirely by Sellers and may be made only with the proposed settlement had been agreed toconsent of Purchaser, which shall not be unreasonably withheld. Indemnified Party shall Purchaser and Sellers will use all reasonable efforts to cooperate fully with Indemnitor in respect to the defense of any defenseclaim, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested action or proceeding covered by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensethis Section 10.3.

Defense of Claim. In case With respect to any claimaction, demand suit or deficiency (a “Claim”) is asserted or any action is commenced or notice is given proceeding as to which Indemnitee must notify the Company of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) commencement thereof pursuant to the procedure set forth in Section 7 of this Agreement: (a) the Company will be entitled to participate therein at its own expense, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior provided that Indemnitee provides signed, written consent to such earlier date participation, which shall not be unreasonably withheld; (b) except as otherwise provided below, the Company may, at its option and jointly with any answer in any administrative or other proceeding is due)indemnifying party similarly notified and electing to assume such defense, Indemnitor may give Indemnified Party assume the defense thereof, with counsel reasonably satisfactory to Indemnitee, provided that Indemnitee provides signed, written consent to such assumption, which shall not be unreasonably withheld. Upon the Company delivering to Indemnitee written notice of its election to assume such defense, and Indemnitee providing signed, written consent thereto, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, except as provided in subsections 8(b)(i)-(iv) below. Indemnitee shall have the right to employ separate counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof, and Indemnitee’s signed, written consent thereto, shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) it is reasonably determined at any time before or during the course of the action, suit or proceeding, that the use of counsel chosen by the Company to represent Indemnitee would present or presents, as the case may be, such counsel with an actual or potential conflict, (iii) it is reasonably determined at any time before or during the course of the action, suit or proceeding, that the use of counsel chosen by the Company to represent Indemnitee would be or is, as the case may be, precluded under the applicable standards of professional conduct then prevailing, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim at its own expense (and any separate action, or fails to continue to retain such counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assume the defense of such Claimaction, Indemnified Party may (but need not) conduct (in each of which cases the fees and expenses of Indemnitee’s separate counsel shall be at the expense of Indemnitorthe Company; and (c) the defense Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claimaction or claim effected without its prior written consent, which shall not be unreasonably withheld. The party assuming the defense of a Claim hereunder (the “Defending Party”) Company shall notify the other party of its intention be permitted to settle, compromise settle any action except that it shall not settle any action or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor claim in any defensemanner that would admit wrongdoing on the part of Indemnitee or impose any expenses, at Indemnitorlosses, liabilities, judgments, obligations, fines, or penalties (whether civil or criminal) on Indemnitee without Indemnitee’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseprior written consent.

Defense of Claim. In case If Purchaser has received actual notice of any claim, demand or deficiency (a “Claim”) is claim asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) commenced in respect of which claim, action or proceeding indemnity properly may be sought against the other party (“Indemnitor”) pursuant Thomxxxx xxxsuant to this Agreement, Indemnified Party shall Purchaser will give prompt notice thereof in writing to IndemnitorThomxxxx. Within 30 Xxthin fifteen (15) days after the earlier of (i) receipt of such notice or (or prior to such earlier date as any answer in any administrative or ii) receipt of actual notice by Thomxxxx xxxm sources other proceeding is due)than Purchaser, Indemnitor may Thomxxxx xxx give Indemnified Party Purchaser written notice of its his election to conduct the defense of such Claim claim, action or proceeding at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has Thomxxxx xxx given Indemnified Party Purchaser such notice of election to conduct the defense, Indemnified Party shall Thomxxxx xxx conduct the defense at his expense, but Purchaser will nevertheless have the right to participate in the defense thereofdefense, but such participation shall will be solely at its expensethe expense of Purchaser, without a right of further reimbursement. If Indemnitor shall Thomxxxx xxx not notify Indemnified Party so notified Purchaser in writing (within the time hereinabove above provided) of its his election to conduct the defense of such Claimclaim, Indemnified Party action or proceeding, Purchaser may (but need not) conduct (at the expense of IndemnitorThomxxxx'x xxxense) the defense of such claim, action or proceeding. Purchaser may at any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall time notify the other party of its Thomxxxx xx Purchaser's intention to settle, compromise or satisfy any such Claim claim, action or proceeding (the defense of which Thomxxxx xxx not previously elected to conduct) and may make such settlement, compromise or satisfaction (at Thomxxxx'x xxxense) unless such other party (the “Assuming Party”) shall notify the Defending Party Thomxxxx xxxifies Purchaser in writing (within 30 seven (7) days after receipt of such notice of intention to settle, compromise or satisfy) of its his election to assume (at its his sole expense) the defense of any such Claim claim, action or proceeding and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against Any settlement, compromise or satisfaction made by Purchaser, or any losses in excess such final judgment or decree entered in, any claim, action or proceeding defended only by Purchaser, regardless of the amount of losses or terms, will be deemed to have been consented to by, and will be binding on, Thomxxxx xx fully as though he alone had assumed the Defending Party would have incurred if the proposed settlement defense and a final judgment or decree had been agreed toentered in such proceeding or action by a court of competent jurisdiction in the amount of such settlement, compromise, satisfaction, judgment or decree. Indemnified Party If Thomxxxx xxx elected under this Section 8.3 to conduct the defense of any claim, action or proceeding, then Thomxxxx xxxl be obligated to pay the amount of any adverse final judgment or decree rendered with respect to such claim, action or proceeding. If Thomxxxx xxxcts to settle, compromise or satisfy any claim, action or proceeding defended by them, the cost of any such settlement, compromise or satisfaction will be borne entirely by Thomxxxx xxx may be made only with the consent of Purchaser, such consent not to be unreasonably withheld. Purchaser and Thomxxxx xxxl use all reasonable efforts to cooperate fully with respect to the defense of any claim, action or proceeding covered by this Section 8.3. Notwithstanding anything to the contrary herein, Thomxxxx xxxll not have the right to assume the defense of any claim, action or proceeding relating to a breach of Section 2.12 hereof, but shall cooperate have the right to elect to jointly participate with Indemnitor Purchaser in the defense of any defensesuch claim, at Indemnitor’s costaction or proceeding (but only to the extent such claim, and Indemnified Party shall provide reasonable access to, and copies of, records requested action or proceeding does not relate to a consolidated or combined return of Purchaser) by Indemnitor and shall provide giving written notice of such election within the reasonable assistance time limits described in the second sentence of Indemnified Party’s employees in connection with any defensethis Section 8.3.

Defense of Claim. In case any claim, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given the event of any administrative claim or other proceeding against assertion of liability by third parties with respect to which a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against is entitled to indemnification under the other preceding section, the party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder seeking indemnification (the “Defending Indemnified Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other indemnifying party (the “Assuming Indemnifying Party”), in writing, promptly after the Indemnified Party receives notice of such claim, and in no event later than fifteen (15) shall notify the Defending Party in writing (within 30 days after receipt of a summons from or a complaint filed in any court or other governmental agency or body; provided, however, that the failure to give such notice shall not affect the rights of intention the Indemnified Party hereunder except to settlethe extent that such failure has materially prejudiced the Indemnifying Party’s ability to defend such claim. The Indemnifying Party may use counsel of its own choosing (with the Indemnifying Party remaining responsible for all costs and expenses of such counsel). The Indemnifying Party may not settle any claim hereunder for anything other than monetary damages without the Indemnified Party’s written consent, which shall not be unreasonably withheld. The Indemnifying Party shall keep the Indemnified Party reasonably advised of the progress of any proceedings related to such claim, and of any settlement discussions or proposals with respect thereto. If the Indemnifying Party fails to defend any such claim within a reasonable time after notice thereof or if counsel to the Indemnified Party advises the Indemnified Party that a conflict of interest with respect to the joint defense exist, the Indemnified Party shall be entitled to undertake the defense, compromise or satisfy) settlement of its election such claim at the expense of and for the account and risk of the Indemnifying Party. Notwithstanding any provision in this section to assume (the contrary, the Indemnified Party shall have the right, at its sole expense) , to participate in, the defense defense, compromise or settlement of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseclaim hereunder.

Defense of Claim. In case any claimIf a claim for Company Indemnification Losses, demand or deficiency Stockholder Indemnification Losses and/or Member Indemnification Losses (a “Claim”) is asserted to be made by a party entitled to indemnification hereunder against the indemnifying party, the party claiming such indemnification shall give written notice (a “Claim Notice”) to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event that may give rise to Company Indemnification Losses, Stockholder Indemnification Losses and/or Member Indemnification Losses for which indemnification may be sought under this Article VII. If any lawsuit or enforcement action is commenced filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or notice is given summons). The failure of any administrative or other proceeding against a indemnified party hereto (“Indemnified Party”) to give timely notice hereunder for any purpose shall not affect rights to indemnification hereunder, except to the extent that the indemnifying party has been damaged by such failure. After such notice, except as provided in respect of which indemnity properly sought against the other following sentence, if the indemnifying party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof acknowledge in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice the indemnified party that the indemnifying party shall be obligated under the terms of its election to conduct indemnity hereunder in connection with such lawsuit or action, then the defense of such Claim indemnifying party shall be entitled, if it so elects at its own expense cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice but, in any separate event, reasonably acceptable to the indemnified party, to handle and defend the same unless the named parties to such action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel engaged by Indemnified Party that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the indemnified party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defenseentitled, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitorindemnifying party’s cost, risk and Indemnified Party expense, to separate counsel of its own choosing (provided, however, in no event shall provide reasonable access tothe indemnifying party be obligated to engage more than one (1) additional counsel) and (iii) to compromise or settle such lawsuit or action, and copies ofwhich compromise or settlement shall be made only with the written consent of the indemnified party, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensesuch consent not to be unreasonably withheld.

Defense of Claim. In case If any claim, demand or deficiency (a “Claim”) liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall have the right, unless otherwise precluded by applicable law, to conduct and control the defense, compromise or any action is commenced or notice is given settlement of any administrative Action or other proceeding threatened Action brought against a party hereto (“the Indemnified Party”) Party in respect of which matters embraced by the indemnity properly sought against the other party (“Indemnitor”) pursuant to set forth in this Agreement, Section 7. The Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to employ counsel separate from counsel employed by the Indemnifying Party in connection with any such Action or threatened Action and to participate in the defense thereof, but the fees and expenses of such participation counsel employed by the Indemnified Party shall be solely at its expense. If Indemnitor the sole expense of the Indemnified Party unless (i) the Indemnifying Party shall have elected not, or, after reasonable written notice of any such Action or threatened Action, shall have failed, to assume or participate in the defense thereof, (ii) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iii) the parties to any such Action or threatened Action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party shall have been advised in writing by counsel for the Indemnified Party that there may be one or more defenses available to the Indemnified Party that are not available to the Indemnifying Party or legal conflicts of interest pursuant to applicable rules of professional conduct between the Indemnifying Party and the Indemnified Party (in any which case, the Indemnifying Party shall not notify Indemnified Party in writing (within have the time hereinabove provided) of its election right to conduct assume the defense of such ClaimAction on behalf of the Indemnified Party), in either of which events referred to in clauses (i), (ii) and (iii) the fees and expenses of such counsel employed by the Indemnified Party may (but need not) conduct (shall be at the expense of Indemnitor) the defense Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any such Action or threatened Action or consent to the entry of any Claim. The party assuming judgment which does not include as an unconditional term thereof the defense of giving by the claimant or the plaintiff to the Indemnified Party a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party release from all liability in writing (within 30 days after receipt respect of such Action or threatened Action. Unless the Indemnifying Party shall have elected not, or shall have after reasonable written notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action Action or threatened Action failed, to implement such defense. The Assuming assume or participate in the defense thereof, the Indemnified Party shall indemnify may not settle or compromise any Action or threatened Action without the Defending Party and hold it harmless against any losses in excess written consent of the amount Indemnifying Party. If, after reasonable written notice of losses any such Action or threatened Action, the Defending Indemnifying Party would have incurred neglects to defend the Indemnified Party, a recovery against the latter suffered by it in good faith, is conclusive in its favor against the Indemnifying Party; provided, however, that no such conclusive presumption shall be made if the proposed settlement had been agreed to. Indemnified Indemnifying Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide has not received reasonable access to, and copies of, records requested by Indemnitor and shall provide written notice of the reasonable assistance of Action against the Indemnified Party’s employees in connection with any defense.

Defense of Claim. Promptly after receipt by an indemnified party of notice of the commencement of any action, the indemnified party shall notify the indemnifying party in writing of the commencement thereof if a claim in respect thereof is to be made against an indemnifying party under this Article 11, but the omission of such notice shall not relieve the indemnifying party from liability which it may have to the indemnified party under this Article 11, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Article 11. In case any action is brought against the indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and to the extent that it chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party that it so chooses, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within twenty (20) days after receiving notice from the indemnified party that the indemnified party believes the indemnifying party has failed to diligently defend such claim, demand or deficiency (ii) if the indemnified party who is a “Claim”) is asserted or defendant in any action or proceeding which is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought also brought against the other indemnifying party reasonably shall have concluded that there are legal defenses available to the indemnified party which are not available to the indemnifying party, or (“Indemnitor”iii) pursuant to this Agreementif representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, Indemnified Party then the indemnified party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in assume or continue its own defense as set forth above and the defense thereof, but such participation indemnifying party shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within reimburse each indemnified party for the time hereinabove provided) of its election to conduct the defense costs of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.as

Defense of Claim. In case any claim, demand or deficiency The indemnifying party shall have twenty (a “Claim”20) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior an Indemnity Claim to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election notify the indemnified party that it elects to conduct the defense of such Claim at its own expense (and control any separate counsel engaged by Indemnified Party shall be at its expense)legal or administrative action or suit with respect to an Indemnity Claim. If Indemnitor has given Indemnified Party the indemnifying party does not give such notice of election to conduct notice, the defense, Indemnified Party indemnified person shall nevertheless have the right to participate defend, contest, settle or compromise such Indemnity Claim in the defense thereofexercise of its exclusive discretion, but such participation shall be solely at and the indemnifying party shall, upon request from the indemnified person, promptly pay the indemnified person in accordance with the other terms and conditions of this Section the amount of any Indemnity Loss resulting from its expenseliability to the third party claimant. If Indemnitor the indemnifying party gives such notice, it shall not notify Indemnified Party in writing (within have the time hereinabove provided) right to undertake, conduct and control, through counsel of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim own choosing and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) , the defense conduct and settlement of any such Claim Indemnity Claim, and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party indemnified person shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees indemnifying party in connection with therewith; provided, however, that: (i) the indemnifying party shall not thereby permit to exist any defense.lien, encumbrance or other adverse charge securing the claims indemnified hereunder upon any asset of the indemnified person; (ii) the indemnifying party shall not thereby consent to the imposition of any injunction against the indemnified person without the written consent of the indemnified person; (iii) the indemnifying party shall permit the indemnified person to participate in such conduct or settlement through counsel chosen by the indemnified person, but the fees and expenses of such counsel shall be borne by the

Defense of Claim. In case any claim, demand or deficiency (a “"Claim”") is asserted or any action is commenced or notice is given of any administrative or other proceeding against a either party hereto (“Indemnified Party”"Indemnitee") in respect of which indemnity properly may be sought against the other party (“"Indemnitor”") pursuant to this Agreement, Indemnified Party Indemnitee shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party Indemnitee written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party Indemnitee shall be at its expense). If Indemnitor has given Indemnified Party Indemnitee such notice of election to conduct the defense, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party Indemnitee in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party Indemnitee may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “"Defending Party”") shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “"Assuming Party”") shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party Indemnitee shall cooperate with Indemnitor in any such defense, at Indemnitor’s 's cost, and Indemnified Party Indemnitee shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s Indemnitee's employees in connection with any such defense.

Defense of Claim. In case With respect to a claim by a third party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnity is asserted or any action sought, which is commenced or set out in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”, by notifying the Indemnified Party in writing to such effect within thirty (30) in respect days of which indemnity properly sought against receipt of such notice; provided, however, that the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate employ counsel to represent it if, in the defense thereofIndemnified Party’s reasonable judgment based upon the advice of counsel, but it is advisable in light of the separate interests of the Indemnified Party and the Indemnifying Party, to be represented by separate counsel, and in that event the reasonable fees and expenses of such participation separate counsel shall be solely at its expensepaid by the Indemnifying Party but only in respect of one counsel (chosen by the Manager) plus appropriate local counsel, if applicable, for all Indemnified Parties. If Indemnitor the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not notify Indemnified wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing (within the time hereinabove providedsuch 30-day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including legal fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnified Party after it provides notice under Section 7.2(a)(i) and prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. In case any claimIf a Third Party Claim is made against an Indemnitee, demand or deficiency the Indemnitor will be entitled, within thirty (a “Claim”30) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its election intention to conduct assume the defense of such Claim Third Party Claims within such thirty (30) day period (at its own the expense (of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel engaged by Indemnified Party to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be at its expense)paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor has given Indemnified assumes the defense of any Third Party such notice of election to conduct Claim, the defense, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereofthereof and to employ counsel, but such participation shall be solely at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assumes the defense of such any Third Party Claim, Indemnified the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (but need notincluding, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) conduct (day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of any Claim. The party assuming the defense Third Party Claim for the account of a Claim hereunder the Indemnitor (with counsel selected by the “Defending Party”) shall notify the other party of its intention Indemnitee), and to settle, compromise or satisfy any settle such Claim and may make such settlementThird Party Claim, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide exercising reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensebusiness judgment.

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “Litigation Condition”); provided, that the Indemnifying Party expressly agrees the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to the Third Party as a result of such proceedings or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) settlement amount agreed with the Third Party in respect of the Third Party Claim without prejudice to any provision in this Agreement or right at law which indemnity properly sought against will allow the other party Indemnifying Party subsequently to recover any amount from the Indemnified Party to the extent the liability under such settlement or award was attributable to the Indemnified Party. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (“Indemnitor”such acceptance not to be unreasonably withheld, refused, conditioned or delayed) pursuant to this Agreementrepresent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party written notice shall not settle any claim for which it is seeking indemnification without the prior consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged claim that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at the each Party’s own expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case With respect to a claim by a third party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnity is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”) , by notifying the Indemnified Party in respect writing to such effect within fifteen days of which indemnity properly sought against receipt of such notice; provided, however, that the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate employ counsel to represent it if, in the defense thereofIndemnified Party's reasonable judgment based upon the advice of counsel, but it is advisable in light of the separate interests of the Indemnified Party, to be represented by separate counsel, and in that event the reasonable fees and expenses of such participation separate counsel shall be solely at its expensepaid by the Indemnifying Party. If Indemnitor the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not notify Indemnified wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing (within the time hereinabove providedsuch fifteen day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys' fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnifying Party prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. In case The in emnifying party is entitle at its cost an expense to contest an efen by all appropriate legal procee ings any claim, demand or deficiency (a “Claim”) Claim with respect to which it is asserted or any action is commenced or notice is given calle upon to in emnify the in emnifie party un er the provisions of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement; provi e , Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due)however, Indemnitor may give Indemnified Party written that notice of its election the intention so to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party contest shall be at its expense)elivere by the in emnifying party to the in emnifie party within a reasonable time in light of the circumstances then an there existing. If Indemnitor has given Indemnified Party Any such notice contest may be con ucte in the name an on behalf of election to conduct the defensein emnifying party or the in emnifie party as may be appropriate. Such contest shall be con ucte by attorneys employe by the in emnifying party, Indemnified Party but the in emnifie party shall nevertheless have the right to participate in the defense thereof, but such participation shall procee ings an to be solely represente by attorneys of its own choosing at its cost an expense. If Indemnitor the in emnifie party joins in any such contest, the in emnifying party shall have full authority to etermine all action to be taken with respect thereto. If after such opportunity, the in emnifying party oes not notify Indemnified Party elect to contest any such Claim the in writing (within emnifying party shall be boun by the result obtaine with respect thereto by the in emnifie party. At any time hereinabove provided) after the commencement of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense efense of any Claim, the in emnifying party may request the in emnifie party to agree in writing to the aban onment of such contest or to the payment or compromise by the in emnifying party of the asserte Claim, whereupon such action shall be taken unless the in emnifie party so etermines that the contest shoul be continue , an so notifies the in emnifying party in writing within fifteen (15) ays of such request from the in emnifying party. The In the event that the in emnifie party assuming etermines that the defense contest shoul be continue , the in emnifying party shall be liable hereun er only to the extent of a Claim hereunder the lesser of (i) the “Defending Party”) shall notify amount which the other party to the conteste Claim ha agree to accept in payment or compromise as of the time the in emnifying party ma e its intention request therefor to settle, compromise the in emnifie party or satisfy any (ii) such amount for which the in emnifying party may be liable with respect to such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess by reason of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseprovisions hereof.

Defense of Claim. In case any claim, demand or deficiency If a claim for Damages (a “Claim”"CLAIM") is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“to be made by an Indemnified Party”) in respect of which indemnity properly sought Party against the other party (“Indemnitor”) pursuant to this Agreementindemnifying party, the Indemnified Party shall give prompt written notice (a "CLAIM NOTICE") to the indemnifying party as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Article VIII. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within five (5) Business Days after the service of the citation or summons). The failure of any Indemnified Party to give timely notice hereunder for any purpose shall not affect rights to indemnification hereunder, except to the extent that the indemnifying party has been materially damaged by such failure. After such notice, except as provided in the following sentence, if the indemnifying party shall acknowledge in writing to Indemnitor. Within 30 days after receipt the Indemnified Party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such notice lawsuit or action, (or prior ii) to employ and engage attorneys of its own choice but, in any event, reasonably acceptable to the Indemnified Party, to handle and defend the same unless the named parties to such earlier date as action or proceedings (including any answer in any administrative or other proceeding is due), Indemnitor may give impleaded parties) include both the indemnifying party and the Indemnified Party written notice and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the indemnifying party, in which event the Indemnified Party shall be entitled, at the indemnifying party's cost, risk and expense, to separate counsel of its election own choosing and (iii) to conduct compromise or settle such lawsuit or action, which compromise or settlement shall be made only with the written consent of the Indemnified Party. The Company Stockholders may assume the defense of a lawsuit or action as described in the preceding sentence only if the Company Stockholders agree to be responsible for all Claims for Damages related to such lawsuit or action or if there are sufficient moneys available held pursuant to the Escrow Agreement to cover all such Claims for Damages. If the indemnifying party fails to assume the defense of such lawsuit or action within five (5) Business Days after receipt of the Claim at its own expense (and any separate counsel engaged by Notice, the Indemnified Party against which such lawsuit or action has been asserted shall be at its expense). If Indemnitor has given Indemnified Party (upon delivering notice to such notice of election effect to conduct the defense, Indemnified Party shall nevertheless indemnifying party) have the right to participate in undertake, at the defense thereofindemnifying party's cost and expense, but the defense, compromise or settlement of such participation shall be solely at its expenselawsuit or action on behalf of and for the account and risk of the indemnifying party. If Indemnitor shall not notify In the event the Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assumes the defense of such Claimthe lawsuit or action, the Indemnified Party may (but need not) conduct (at shall keep the expense indemnifying party reasonably informed of Indemnitor) the defense progress of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settlesuch defense, compromise or satisfy settlement. The indemnifying party shall be liable for any such Claim settlement of any action effected pursuant to and may make such settlement, compromise or satisfaction unless such other in accordance with this Article VIII and for any final judgment (subject to any right of appeal) and the indemnifying party (the “Assuming Party”) shall notify the Defending agrees to indemnify and hold harmless an Indemnified Party in writing (within 30 days after receipt from and against any Damages by reason of such notice of intention to settle, compromise settlement or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensejudgment.

Defense of Claim. In case a party (the "Indemnified Party") has received- actual notice of any claim, demand or deficiency (a “Claim”) is claim asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) commenced in respect of which claim, action or proceeding for which indemnity properly may be sought against the other party (“Indemnitor”the "Indemnifying Party") pursuant to this Agreement, Indemnified the Indemnifying Party shall will give prompt notice thereof in writing to Indemnitorthe Indemnifying Party. Within 30 15 days after the earlier of (i) receipt of such notice or (or prior to such earlier date as any answer in any administrative or ii) receipt of actual notice by the Indemnifying Party from sources other proceeding is due)than the Indemnified Party, Indemnitor the Indemnifying Party may give the Indemnified Party written notice of its election to conduct the defense of such Claim claim, action or proceeding at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor the Indemnifying Party has given the Indemnified Party such notice of election to conduct the defense, the Indemnifying Party may conduct the defense at its expense, but the Indemnified Party shall will nevertheless have the right to participate in the defense thereofdefense, but such participation shall will be solely at its expensethe expense of the Indemnified Party, without a right of further reimbursement in respect of such expenses. If Indemnitor shall the Indemnifying Party has not notify so notified the Indemnified Party in writing (within the time hereinabove above provided) of its election to conduct the defense of such Claimclaim, action or proceeding, the Indemnified Party may (but need not) conduct (at the expense of IndemnitorIndemnifying Party's expense) the defense of any Claimsuch claim, action or proceeding. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall Indemnified Party may at any time notify the other party Indemnifying Party of its the Indemnified Party's intention to settle, compromise or satisfy any such Claim claim, action or proceeding (the defense of which the Indemnifying Party has not previously elected to conduct) and may make such settlement, compromise or satisfaction (at the Indemnifying Party's expense) unless such other party (the “Assuming Party”) shall notify Indemnifying Party notifies the Defending Indemnified Party in writing (within 30 15 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim claim, action or proceeding and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify Any settlement, compromise or satisfaction made by the Defending Party and hold it harmless against Indemnified Party, or any losses in excess such final judgment or decree entered in, any claim, action or proceeding defended only by the Indemnified Party, regardless of the amount of losses or terms, will be deemed to have been consented to by, and will be binding on, the Defending Indemnifying Party would have incurred if as fully as though they alone had assumed the proposed settlement defense and a final judgment or decree had been agreed toentered in such proceeding or action by a court of competent jurisdiction in the amount of such settlement, compromise, satisfaction, judgment or decree. If the Indemnifying Party has elected under this Section 8.4 to conduct the defense of any claim, action or proceeding, then the Indemnifying Party will be obligated to pay the amount of any adverse final judgment or decree rendered with respect to such claim, action or proceeding. If the Indemnifying Party elects to settle, compromise or satisfy any claim, action or proceeding defended by it, the cost of any such settlement, compromise or satisfaction will be borne entirely by the Indemnifying Party. The Indemnified Party shall and the Indemnifying Party will use all reasonable efforts to cooperate fully with Indemnitor in respect to the defense of any defenseclaim, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested action or proceeding covered by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.this Section 8.4

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “Litigation Condition”); provided, that the Indemnifying Party expressly agrees the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to the Third Party as a result of such proceedings or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) settlement amount agreed with the Third Party in respect of the Third Party Claim without prejudice to any provision in this Agreement or right at law which indemnity properly sought against shall allow the other party Indemnifying Party subsequently to recover any amount from the Indemnified Party to the extent the liability under such settlement or award was attributable to the Indemnified Party. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (“Indemnitor”such acceptance not to be unreasonably withheld, refused, conditioned or delayed) pursuant to this Agreementrepresent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party written notice shall not settle any claim for which it is seeking indemnification without the prior consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged claim that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at the each Party’s own expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case The Indemnifying Party shall defend or control the defense of Third Party Claims. The Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against settlement reached with the other party (“Indemnitor”) Third Party pursuant to the terms of this Agreement. The Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in, but not control, the defense of such proceeding at its own cost and expense, and shall have the right to retain its own counsel, at its own cost and expense. Neither Party shall settle any Third Party Claim without the prior written consent of the other Party, which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall cooperate in all reasonable respects in the defense thereofof such Third Party Claim, but such participation as requested by the Indemnifying Party. The Indemnifying Party shall be solely at its expense. If Indemnitor not, without the written consent of the Indemnified Party (which consent shall not notify be unreasonably withheld, refused, conditioned or delayed), effect any settlement of any such Third Party Claim, unless such settlement includes an unconditional release of the Indemnified Party from all liability on such Claims. Notwithstanding the foregoing, if the Indemnifying Party notifies the Indemnified Party in writing (within the time hereinabove provided) of its election that it does not intend to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) assume the defense of any Claim. The party assuming Third Party Claim subject to indemnification hereunder in accordance with the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise foregoing or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election fails to assume (at its sole expense) the defense of any such Third Party Claim and promptly thereafter take appropriate at least [**] Business Days before any deadline the passing of which could adversely affect the outcome without responsive action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess by or on behalf of the amount of losses the Defending Indemnified Party would have incurred (or, if the proposed settlement had been agreed to. Indemnifying Party receives less than [**] Business Days’ notice of such deadline, if it fails to assume such defense as soon as practicable following receipt of notice), the Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitorhave the right to assume and control such defense and shall have the right to settle or compromise the same without the Indemnifying Party’s costconsent, and the fees and expenses incurred by the Indemnified Party shall provide in connection therewith, including its reasonable access tolegal fees and expenses, and copies of, records requested by Indemnitor and shall provide will be included in the reasonable assistance of Indemnified Party’s employees indemnifiable Losses in connection with any defensesuch Third Party Claim.

Defense of Claim. In case any claimIf a Third Party Claim is made against an Indemnitee, demand then except as set forth in Section 14.4 or deficiency Section 14.5, the Indemnitor will be entitled, within thirty (a “Claim”30) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its election intention to conduct assume the defense of such Claim Third Party Claims within such thirty (30) day period (at its own the expense (of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of such Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel engaged by Indemnified Party to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be at its expense)paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor has given Indemnified assumes the defense of any Third Party such notice of election to conduct Claim, the defense, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereofthereof and to employ counsel, but such participation shall be solely at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) assumes the defense of any Third Party Claim. The party assuming , the defense Indemnitor will promptly supply to the Indemnitee copies of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention all material correspondence and documents relating to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.such Third Party Claim and keep the Indemnitee reasonably informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “Litigation Condition”). The Indemnifying Party expressly agrees the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to or deficiency (a “Claim”) is asserted settlement reached with the Third Party pursuant to the terms of this Agreement without prejudice to any provision in this Agreement or right at law which will allow the Indemnifying Party subsequently to recover any action is commenced amount from the Indemnified Party to the extent the liability under such settlement or notice is given of any administrative or other proceeding against a party hereto (“award was attributable to the Indemnified Party”. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) in respect to represent the Indemnified Party and shall pay the reasonable fees and expenses of which indemnity properly sought against such counsel related to such proceeding. In any such proceeding, the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party shall not settle any claim for which it is seeking indemnification without the prior written notice consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged claim that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at each Party’s own expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case If, with respect to any claim, demand claim which may give rise ---------------- to indemnity under this Agreement resulting from or deficiency arising out of any claim or legal proceeding by a person other than the indemnified party (a “"Third-Party Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a "), the indemnifying party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof acknowledges in writing to Indemnitor. Within 30 days after receipt the indemnified party the indemnifying party's obligation to indemnify the indemnified party pursuant hereto, the indemnifying party, at its sole cost and expense, may, upon written notice to the indemnified party, assume the defense of such notice (claim or prior related legal proceeding. If the indemnifying party so assumes the defense of any such claim or legal proceeding, the indemnifying party shall select counsel reasonably acceptable to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election the indemnified party to conduct the defense of such Claim claim or legal proceeding and, at its own the sole cost and expense (and any separate counsel engaged by Indemnified Party of the indemnifying party, shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate take all steps necessary in the defense or settlement thereof, but such participation shall be solely at its expense. If Indemnitor provided that the indemnifying party shall not notify Indemnified Party in writing expressly consent to a settlement or compromise of, or expressly consent to the entry of any judgment arising from, any such claim or legal proceeding without the prior written consent (within the time hereinabove providednot to be unreasonably withheld) of its election the ASSET PURCHASE AGREEMENT - Page 12 ------------------------ indemnified party (it being understood that in considering whether or not to conduct give such consent the defense indemnified party is entitled to assess the implications of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other judgment on the future conduct of the indemnified party's business activities). The indemnified party shall be entitled to participate in (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expensebut not control) the defense of any such action, with its own counsel and at its own expense. Whether or not the indemnifying party chooses to defend any claim or litigation for which the indemnified party may be entitled to indemnification hereunder, each of the parties hereto shall cooperate in the defense thereof. If, with respect to a Third-Party Claim, the indemnifying party neither acknowledges nor disclaims in writing, or the indemnifying party disclaims in writing to the indemnified party, the indemnifying party's obligation to indemnify the indemnified party pursuant hereto, the indemnified party may defend against such claim or related legal proceeding with such counsel and in such manner as they deem appropriate, and may consent to the settlement or compromise of, or consent to the entry of a judgment arising from, such claim or legal proceeding without the consent of the indemnifying party. From and after the date of delivery of notice of a Third-Party Claim hereunder, at the reasonable request of the indemnifying party the indemnified party shall grant the indemnifying party and promptly thereafter take appropriate action its representatives full and complete access to implement such defensethe books, records and properties of the indemnified party to the extent reasonably related to the matters to which the Third-Party Claim relates. The Assuming indemnifying party will not disclose to any third person (except its representatives participating in such Third-Party Claim) any information obtained pursuant to this Section which is designated as confidential by the indemnified party and which is not otherwise generally available to the public, except as may be required by applicable law. The indemnifying party shall indemnify instruct its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be granted during normal business hours, shall be subject to the Defending Party and hold it harmless against any losses in excess normal safety regulations of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s costindemnified party, and Indemnified Party shall provide reasonable access to, be granted under conditions which will not interfere with the business and copies of, records requested by Indemnitor and shall provide operations of the reasonable assistance of Indemnified Party’s employees in connection with any defenseindemnified party.

Defense of Claim. In case any claimThe Indemnifying Party shall have the right, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given at its own cost, to participate jointly in the defense of any administrative claim or other proceeding against a party hereto (“Indemnified Party”) demand in respect of connection with which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing has claimed indemnification under this Article 8, and may elect to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct take over the defense of such Claim at claim or demand through counsel of its own expense (and any separate counsel engaged choosing by so notifying the Indemnified Party shall be at its expense)within sixty (60) days of receipt of the Indemnified Party’s notice of such claim or demand; provided the Indemnified Party has acknowledged in writing to the Indemnifying Party that the Indemnifying Party is responsible for such claim or demand. If Indemnitor has given the Indemnifying Party elects to take over the defense of any claim or demand pursuant to its right under this Article 8: (a) it shall keep the Indemnified Party reasonably informed as to the status of such notice matter and shall promptly send copies of election all pleadings to conduct the defenseIndemnified Party; and (b) with respect to any issue involved in such claim or demand, it shall have the sole right to settle or otherwise dispose of such claim or demand on such terms as it shall deem appropriate; provided, however, that (x) it shall permit the Indemnified Party shall nevertheless have the right to participate in any settlement or defense through counsel chosen by the defense thereofIndemnified Party; provided, but that the fees and expenses of such participation counsel shall be solely at its expense. If Indemnitor shall not notify borne by the Indemnified Party unless both the Partnership and one or more the Transferors are implicated with respect to such claim or demand, or threatened claim or demand, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in writing each of which cases the reasonable fees and expenses of counsel (within the time hereinabove providedincluding local counsel) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (will be at the expense of Indemnitorthe Indemnifying Party, and all such fees and expenses will be reimbursed as they are incurred, and (y) it shall not settle any claim or demand without the defense written consent of any Claimthe Indemnified Party, which consent shall not be unreasonably withheld or delayed. The party assuming So long as the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy Indemnifying Party is vigorously contesting any such Claim and may make such settlementclaim or demand in good faith, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defensenot pay or settle such claim without the written consent of the Indemnifying Party, at Indemnitor’s cost, and Indemnified Party which consent shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensenot be unreasonably withheld or delayed.

Defense of Claim. In case any claim, demand or deficiency (a a) If the party seeking indemnity (the “ClaimIndemnitee”) is asserted receives notice of assertion or any action is commenced or notice is given commencement of any administrative or other proceeding third party claim against a party hereto (“Indemnified Party”) in such Indemnitee with respect of to which indemnity properly sought against the other party is obligated to provide indemnification under this Agreement (the “IndemnitorIndemnifying Party”) pursuant to this Agreement), Indemnified Party the Indemnitee shall give the Indemnifying Party reasonably prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall in any event not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 later than 20 calendar days after receipt of such notice of intention such claim. Such notice must describe the claim in reasonable detail, include copies of all material written evidence thereof and indicate the estimated amount, if reasonably practicable, of the loss that has been or might be sustained by the Indemnitee. The Indemnifying Party may participate in, or, by giving written notice to settlethe Indemnitee, compromise or satisfy) of its election to assume (at its sole expense) assume, the defense of any such Claim claim at such Indemnifying Party’s own expense and promptly thereafter take appropriate action by such Indemnifying Party’s own counsel (reasonably satisfactory to implement the Indemnitee), and the Indemnitee shall cooperate in good faith in such defense. The Assuming . (b) If, within ten calendar days after giving notice of a claim to an Indemnifying Party under Section 5.3(a), an Indemnitee receives written notice from the Indemnifying Party that the Indemnifying Party has elected to assume the defense of such claim as provided in the last sentence of Section 5.3(a), the Indemnifying Party shall indemnify not be liable for any legal expenses incurred by the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees Indemnitee in connection with the defense thereof after receipt of such written notice; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such claim within ten calendar days after receiving written notice from the Indemnitee that the Indemnitee believes the Indemnifying Party has failed to take such steps or if the Indemnifying Party has not undertaken fully to indemnify the Indemnitee in respect of all losses relating to the matter, the Indemnitee may assume its own defense, and the Indemnifying Party shall be liable for all reasonable expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnitee, the Indemnifying Party shall not enter into any defensesettlement of any claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. (c) A failure to give timely notice or to include any specified information in any notice as provided in herein will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise damaged as a result of such failure.

Defense of Claim. In case any claim, demand or deficiency (a “"Claim”") is asserted or any action is commenced or notice is given of any administrative or other proceeding against a either party hereto (“Indemnified Party”"Indemnitee") in respect of which indemnity properly may be sought against the other party (“"Indemnitor”") pursuant to this Agreement, Indemnified Party Indemnitee shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party Indemnitee written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party Indemnitee shall be at its expense). If Indemnitor has given Indemnified Party Indemnitee such notice of election to conduct the defense, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party Indemnitee in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party Indemnitee may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “"Defending Party”") shall notify the other party of its intention to settle, compromise or satisfy any such Claim claim and may make such settlement, compromise or satisfaction unless such other party (the “"Assuming Party”") shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party Indemnitee shall cooperate with Indemnitor in any such defense, at Indemnitor’s 's cost, and Indemnified Party Indemnitee shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s Indemnitee's employees in connection with any such defense.

Defense of Claim. In case any claim, demand or deficiency If a claim for Losses (a “"Claim”") is asserted to be made by an Indemnified Party against the indemnifying Party, the Party claiming indemnification will give written notice (a "Claim Notice") to the indemnifying Party as soon as practicable after the Party entitled to indemnification becomes aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article VIII. If any lawsuit or enforcement action is commenced filed against an Indemnified Party, written notice thereof will be given to the indemnifying Party as promptly as practicable (and in any event within 15 calendar days after the service of the citation or notice is given summons). The failure of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall to give prompt timely notice thereof hereunder for any purpose will not affect rights to indemnification hereunder, except to the extent that the indemnifying Party has been damaged by the failure. After the notice, except as provided in the following sentence, if the indemnifying Party acknowledges in writing to Indemnitorthe Indemnified Party that the indemnifying Party will be obligated under its indemnity in this Agreement in connection with the lawsuit or action, then the indemnifying Party will be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of the lawsuit or action, (ii) to employ and engage attorneys of its own choice but in any event, reasonably acceptable to the Indemnified Party, to handle and defend the same unless the named parties to the action or proceeding (including any impleaded parties) include both the indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to the Indemnified Party that are different from or additional to those available to the indemnifying Party, in which event the Indemnified Party will be entitled, at the indemnifying Party's cost risk and expense, to separate counsel of its own choosing and (iii) to compromise or settle the lawsuit or action, which compromise or settlement will be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. Within The Shareholders and Option Holders may assume the defense of a lawsuit or action as described in the preceding sentence only if Shareholders and Option Holders agree to be responsible for all Claims for Losses related to Action and if the funds available pursuant to the Escrow Agreement or otherwise provided as security by the Shareholders and Option Holders are sufficient to cover the amount of the Claim, without regard to the probability of success on the merits of any such Claim. If the indemnifying Party fails to assume the defense of the lawsuit or action within 30 calendar days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due)the Claim Notice, Indemnitor may give the Indemnified Party written against which the lawsuit or action has been asserted will (upon delivering notice of its election to conduct that effect to the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless indemnifying Party) have the right to participate in undertake, at the defense thereofindemnifying Party's cost and expense, but such participation shall be solely at its expense. If Indemnitor shall not notify the defense, compromise or settlement of the lawsuit or action on behalf of and for the account and risk of the indemnifying Party and the indemnifying Party will, upon request of the Indemnified Party, promptly pay to the Indemnified Party in writing (within the time hereinabove amount of any Losses resulting from the lawsuit or action; provided) , however, that the lawsuit or action will not be compromised or settled without the written consent of its election to conduct the indemnifying Party, which consent will not be unreasonably withheld or delayed. In the event the Indemnified Party assumes the defense of such Claimthe lawsuit or action, the Indemnified Party may (but need not) conduct (at will keep the expense of Indemnitor) indemnifying Party reasonably informed about the defense progress of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settlesuch defense, compromise or satisfy settlement. Subject to Section 8.6, the indemnifying Party will be liable for any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense settlement of any such Claim action effected pursuant to and promptly thereafter take appropriate action in accordance with this Article VIII and for any final judgment (subject to implement such defense. The Assuming any right of appeal) and the Indemnifying Party shall agrees to indemnify the Defending Party and hold it harmless an indemnified Party from and against any losses in excess Losses by reason of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor judgment.

Defense of Claim. In case With respect to a claim by a third ---------------- party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnify is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”) in respect of which indemnity properly sought against , by notifying the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing to such effect within fifteen days of receipt of such notice; provided, however, that the Indemnified Party shall have -------- ------- the right to employ counsel to represent it if, in the Indemnified Party's reasonable judgment based upon the advice of counsel, it is advisable in light of the separate interests of the Indemnified Party, to be represented by separate counsel, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. If the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing within the time hereinabove providedsuch fifteen day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys' fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnifying Party prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. In case any claimThe indemnifying party will be entitled to participate in, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given and will have the right to assume and control, at the indemnifying party’s sole cost and expense, the defense of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant Third Party Claim with counsel reasonably acceptable to this Agreement, the Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give by providing the Indemnified Party with written notice to the effect that it intends to assume the defense of its election to the Third Party Claim; provided, however, that the indemnifying party must conduct the defense of the Third Party Claim actively and diligently thereafter, as the circumstances warrant; and provided further that the Indemnified Party may retain separate co-counsel and participate in the defense of the Third Party Claim, but the fees and expenses of such Claim at its own expense (and any separate counsel engaged retained by the Indemnified Party shall be at its expense). If Indemnitor has given the expense of the Indemnified Party, unless (x) there exists a material legal conflict between the interests of the Indemnified Party such notice of election and the indemnifying party that could reasonably be expected to conduct result in material prejudice to the Indemnified Party, or (y) the indemnifying party has failed to assume the defense, retain counsel and actively and diligently pursue such defense, as the circumstances warrant, and such failure could reasonably be expected to result in material prejudice to the Indemnified Party, in which case, the indemnifying party shall bear the fees and expenses of one separate co-counsel for all Indemnified Parties in connection with the applicable Third Party Claim. The Indemnified Party shall nevertheless have will not consent to the right 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; provided, however, that, if the indemnifying party fails to assume and conduct the defense of the Third Party Claim in an active and diligent manner, as the circumstances warrant, and such failure could reasonably be expected to result in material prejudice to the Indemnified Party, (A) the Indemnified Party may assume and conduct the defense against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it deems appropriate in good faith, and (B) the indemnifying party will remain responsible for any Losses the Indemnified Party may suffer as a result of the Third Party Claim to the fullest extent provided in this Article X; provided further that the indemnifying party may retain separate co-counsel and participate in the defense thereof, but such participation shall be solely of the Third Party Claim at its own expense. If Indemnitor The indemnifying party shall not notify consent to the entry of any judgment or enter into any settlement of any Third Party Claim that might give rise to liability of the Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of under this Article X without such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseconsent, which consent shall not be unreasonably withheld or delayed.

Defense of Claim. In case any claim, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified The Indemnifying Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due)defend and settle, Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense and by its own counsel (reasonably satisfactory to the Indemnified Party) any such matter so long as the Indemnifying Party pursues the same diligently and any separate counsel engaged by in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be at its expense)limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party's possession or control. If Indemnitor has given All Indemnified Party such notice of election Parties shall use the same counsel, which shall be the counsel selected by Indemnifying Party, provided that if counsel to conduct the defense, Indemnified Party shall nevertheless have a conflict of interest that prevents such counsel from representing a particular Indemnified Party, such Indemnified Party shall have the right to participate in such matter through counsel of its own choosing and the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnifying Party will reimburse the Indemnified Party in writing (within for the time hereinabove provided) actual reasonable expenses of its election to conduct counsel. After the defense of such Claim, Indemnifying Party has notified the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise undertake to defend or satisfy settle any such Claim asserted liability, and may make such settlement, compromise or satisfaction unless such other party (for so long as the “Assuming Party”) shall notify the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement diligently pursues such defense. The Assuming , the Indemnifying Party shall indemnify not be liable for any additional legal expenses incurred by the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense or settlement of such asserted liability. If the Indemnifying Party desires to accept a final and complete settlement of any claim and the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party's liability under this SECTION 5.3 with respect to such claim shall be limited to the amount so offered by the Indemnifying Party in settlement and the Indemnified Party shall reimburse the Indemnifying Party for any additional costs of defense which it subsequently incurs with respect to such claim and all additional costs of settlement or judgment. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is entitled to indemnification hereunder, or fails to diligently pursue such defense, the Indemnified Party may undertake such defense through counsel of its choice, at the cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in such settlement and any other liabilities or expenses incurred by the Indemnified Party in connection therewith, provided, however, that under no circumstances shall the Indemnified Party settle any claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Defense of Claim. In case any claim, demand or deficiency If a claim for Losses (a “Claim”) is asserted to be made by a party entitled to indemnification hereunder against the indemnifying party, the party claiming such indemnification shall give written notice (a “Claim Notice”) to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VII. If any lawsuit or enforcement action is commenced filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or notice is given summons). The failure of any administrative or other proceeding against a indemnified party hereto (“Indemnified Party”) to give timely notice hereunder for any purpose shall not affect rights to indemnification hereunder, except to the extent that the indemnifying party has been damaged by such failure. After such notice, except as provided in respect of which indemnity properly sought against the other following sentence, if the indemnifying party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof acknowledge in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice the indemnified party that the indemnifying party shall be obligated under the terms of its election to conduct indemnity hereunder in connection with such lawsuit or action, then the defense of such Claim indemnifying party shall be entitled, if it so elects at its own expense cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice but in any event, reasonably acceptable to the indemnified party, to handle and defend the same unless the named parties to such action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel that there may be one or more legaldefenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the indemnified party shall be entitled, at the indemnifying party’s cost, risk and expense, to separate counsel engaged by Indemnified Party of its own choosing (provided, however, in no event shall the indemnifying party be obligated to engage more than one (1) additional counsel) and (iii) to compromise or settle such lawsuit or action, which compromise or settlement shall be at its expense)made only with the written consent of the indemnified party, such consent not to be unreasonably withheld. If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party Compass Shareholders may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming assume the defense of a Claim hereunder (lawsuit or action as described in the “Defending Party”) shall notify the other party of its intention preceding sentence only if Compass Shareholders each agree to settle, compromise be jointly and severally responsible for all Claims for Losses related to such lawsuit or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseaction.

Defense of Claim. In case any claimIf one or more AB Indemnitees or Xtrana Indemnitees, demand as applicable, makes a claim for indemnification pursuant to Section 10 (a) or deficiency (a “Claim”b) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) above in respect of which indemnity properly sought any Proceeding initiated against the other an indemnified party by a third party (“Indemnitor”) pursuant a "Third Party Claim"), the indemnifying party shall be entitled to this Agreementassume the defense thereof and, Indemnified Party shall give prompt notice thereof if it so chooses and acknowledges in writing its obligation to Indemnitor. Within 30 days after receipt indemnify the AB Indemnitees or Xtrana Indemnitees, as applicable, therefor, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the AB Indemnitees or Xtrana Indemnitees, as applicable, and to settle such suit, action, claim or proceeding in its discretion with a full release of such notice the AB Indemnitees or Xtrana Indemnitees, as applicable, and no admission of liability; provided, that the written consent of the AB Indemnitees or Xtrana Indemnitee, as applicable (which shall not be unreasonably withheld) shall be required for any settlement if as a result thereof the rights of the AB Indemnitees or prior Xtrana Indemnitees, as applicable, may be adversely affected or the AB Indemnitees or Xtrana Indemnitees, as applicable, would become subject to such earlier date as any answer in any administrative injunctive or other proceeding is due), Indemnitor may give Indemnified equitable relief or any remedy other than the payment of money by the indemnifying Party written notice of its election . Should the indemnifying party so elect to conduct assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the AB Indemnitees or Xtrana Indemnitees, as applicable, for legal expenses subsequently incurred by the AB Indemnitees or Xtrana Indemnitees, as applicable, in connection with the defense thereof unless (i) the indemnifying party has failed to vigorously defend, contest or otherwise protest in a timely manner against Third Party Claims, or (ii) an actual or potential conflict of interest exists such Claim at its own expense (and any that separate counsel engaged by Indemnified Party shall be at its expense)representation of the AB Indemnitees or Xtrana Indemnitees, as applicable, is appropriate or necessary. If Indemnitor has given Indemnified Party the indemnifying party assumes such notice of election to conduct the defense, Indemnified Party the AB Indemnitees or Xtrana Indemnitees, as applicable, shall nevertheless have the right to participate in the defense thereofthereof and to employ counsel, but such participation at their own expense, separate from the counsel employed by the indemnifying party. The indemnifying party shall be solely at its expenseliable for the reasonable fees and expenses of counsel employed by the AB Indemnitees or Xtrana Indemnitees, as applicable, for any period during which the indemnifying party has not assumed the defense thereof and for any period in which a conflict of interest exists such that separate representation of one or more of the Indemnitees is appropriate or necessary. If Indemnitor the indemnifying party chooses to defend any Third Party Claim, all the parties hereto shall not notify Indemnified Party cooperate in writing (within the time hereinabove provided) of its election to conduct the defense or prosecution of such Claim, Indemnified Third Party may (but need not) conduct (Claim at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseindemnifying party.

Defense of Claim. In case any claim(a) If a Third Party Claim is made against an Indemnitee, demand or deficiency the Indemnifying Party will be entitled to assume the defense of the Indemnitee by providing written notice to the Indemnitee of its intention to assume the defense of such Third Party Claim (a “Claim”at the expense of the Indemnifying Party) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto within thirty (“Indemnified Party”30) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 calendar days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice from the Indemnitee of its election such Third Party Claim, with counsel selected by the Indemnifying Party and reasonably satisfactory to conduct the Indemnitee for so long as the Indemnifying Party is conducting a good faith and diligent defense. (b) Should the Indemnifying Party so elect to assume the defense of the Indemnitee, the Indemnifying Party will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnifying Party and the Indemnitee in respect of such Claim at its own expense (and any claim, such Indemnitee will have the right to employ separate counsel engaged to represent such Indemnitee with respect to the matters as to which a conflict of interest exists, and in that event the reasonable fees and expenses of such separate counsel will be paid by Indemnified such Indemnifying Party; provided, further, that the Indemnifying Party shall will only be at its expense). responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. (c) If Indemnitor has given Indemnified the Indemnifying Party such notice assumes the defense of election to conduct the defenseIndemnitee, Indemnified Party shall nevertheless the Indemnitee will have the right to participate in the such defense thereofand to employ counsel, but such participation shall be solely at its own expense. , separate from the counsel employed by the Indemnifying Party. (d) If Indemnitor shall not notify Indemnified the Indemnifying Party in writing (within the time hereinabove provided) of its election to conduct assumes the defense of the Indemnitee, the Indemnifying Party will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, Indemnified as may be reasonably requested by the Indemnitee (including providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). (e) If the Indemnifying Party assumes the defense of the Indemnitee, the Indemnitee will, and will cause all Distributor Indemnitees or Purdue Indemnitees, as the case may be, to reasonably cooperate with the Indemnifying Party in the defense thereof (but need notincluding making documents and records available for review and copying and making Persons within its/his/her control available for pertinent testimony). (f) conduct If the Indemnifying Party does not elect to assume the defense of the Indemnitee or does not provide written acknowledgement of the defense of the Indemnitee within the 30-day period set forth in Section 8.3.2(a), or if a good faith and diligent defense is not being or *** Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ceases to be conducted by the Indemnifying Party, the Indemnitee will have the right, at the reasonable expense of the Indemnifying Party, after three (3) Business Days’ notice to the Indemnifying Party of its intent to do so, to undertake the defense of the Indemnitee (at the reasonable expense of Indemnitorthe Indemnifying Party) with counsel reasonably selected by the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention Indemnitee, and to settle, compromise or satisfy any settle such Claim and may make such settlementThird Party Claim, compromise or satisfaction unless such other party (with the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Indemnifying Party’s employees in connection with any defensereasonable consent (which consent will not be unreasonably withheld, delayed or conditioned).

Defense of Claim. In case any claimIf a Third Party Claim is made against an Indemnitee, demand or deficiency the Indemnitor will be entitled, within thirty (a “Claim”30) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its election intention to conduct assume the defense of such Claim Third Party Claims within said thirty (30) day period (at its own the expense (of the Indemnitor) with counsel selected by the Indemnitor. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and any the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel engaged by Indemnified Party to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be at its expense)paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor has given Indemnified assumes the defense of any Third Party such notice of election to conduct Claim, the defense, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereofthereof and to employ counsel, but such participation shall be solely at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assumes the defense of such any Third Party Claim, Indemnified the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (but need not) conduct including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, the Indemnitee shall have the right, at the expense of the Indemnitor, after five (5) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of any Claim. The party assuming the defense Third Party Claim for the account of a Claim hereunder the Indemnitor (with counsel selected by the “Defending Party”) shall notify the other party of its intention Indemnitee), and to settle, compromise or satisfy any settle such Claim and may make such settlementThird Party Claim, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide exercising reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensebusiness judgment.

Defense of Claim. In case any claim, demand or deficiency If a claim for damages (a “"Claim”") is asserted to be made by a party entitled to indemnification hereunder against the indemnifying party, the party claiming such indemnification shall give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to damages for which indemnification may be sought under this Article IX. If any lawsuit or enforcement action is commenced filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or notice is given summons). The failure of any administrative or other proceeding against a indemnified party hereto (“Indemnified Party”) to give timely notice hereunder for any purpose shall not affect rights to indemnification hereunder, except to the extent that the indemnifying party has been materially prejudiced by such failure. After such notice, except as provided in respect of which indemnity properly sought against the other following sentence, if the indemnifying party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof acknowledge in writing to Indemnitorthe Buyer Indemnified Person that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys or its own choice but in any event, reasonably acceptable to the Buyer Indemnified Person, to handle and defend the same unless the named parties to such action or proceeding (including any impleaded parties) include both the indemnifying party and the Buyer Indemnified Person and the Buyer Indemnified Person has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, in which event the Buyer Indemnified Person shall be entitled, at its own cost, risk and expense, to separate counsel of its own choosing and (iii) to compromise or settle such lawsuit or action, which compromise or settlement shall be made only with the written consent of the Buyer Indemnified Person, such consent not to be unreasonably withheld. Within 30 The Shareholders may assume the defense of a lawsuit or action as described in the preceding sentence only if the Shareholders agree to be responsible for all Claims for damages related to such lawsuit or action. If the indemnifying party fails to assume the defense of such lawsuit or action within fifteen (15) calendar days after receipt of the Claim Notice, the Buyer Indemnified Person against which such lawsuit or action has been asserted will (upon delivering notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election effect to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless 56 indemnifying party) have the right to participate in undertake, at the defense thereofindemnifying party's cost and expense, but the defense, compromise or settlement of such participation shall be solely at its expense. If Indemnitor lawsuit or action on behalf of and for the account and risk of the indemnifying party; provided, however, that such lawsuit or action shall not notify be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. In the event the Buyer Indemnified Party in writing (within the time hereinabove provided) of its election to conduct Person assumes the defense of such Claimthe lawsuit or action, the Buyer Indemnified Party may (but need not) conduct (at Person will keep the expense of Indemnitor) indemnifying party reasonably informed the defense progress of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settlesuch defense, compromise or satisfy settlement. The indemnifying party shall be liable for any such Claim settlement of any action effected pursuant to and may make such settlement, compromise or satisfaction unless such other in accordance with this Article VIII and for any final judgment (subject to any right of appeal) and the indemnifying party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt agrees to indemnify and hold harmless a Buyer Indemnified Person from and against any damages by reason of such notice of intention to settle, compromise settlement or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensejudgment.

Defense of Claim. In case With respect to a claim by a third ---------------- party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnity is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”) in respect of which indemnity properly sought against , by notifying the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing to such effect within fifteen days of receipt of such notice; provided, however, that the Indemnified Party shall have -------- ------- the right to employ counsel to represent it if, in the Indemnified Party's reasonable judgment based upon the advice of counsel, it is advisable in light of the separate interests of the Indemnified Party, to be represented by separate counsel, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. If the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing within the time hereinabove providedsuch fifteen day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys' fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnifying Party prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. In case any claimIf Company elects to defend or, demand if local procedural rules or deficiency laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided (a “Claim”i) is asserted or any action is commenced or it gives notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against to the other party (“Indemnitor”) pursuant to this Agreement, CDC Indemnified Party shall give prompt notice thereof in writing of its intention to Indemnitor. Within 30 do so within forty-five (45) days after the receipt of such the written notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give from the CDC Indemnified Party written notice of its election to conduct the potentially indemnifiable Third Party Claim; (ii) the defense of such Third Party Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defenseCompany will not, Indemnified Party shall nevertheless have the right to participate in the defense thereofreasonable judgment of the CDC Indemnified Party, but such participation shall be solely at its expense. If Indemnitor shall not notify have an adverse effect on the CDC Indemnified Party Party; (iii) Company has sufficient financial resources, in writing (within the time hereinabove provided) reasonable judgment of its election the CDC Indemnified Party, to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses any adverse monetary judgment that is reasonably likely to result; (iv) the Defending Third Party would have incurred if Claim solely seeks (and continues to seek) monetary damages; and (v) Company expressly agrees in writing that as between Company and the proposed CDC Indemnified Party, Company may only satisfy and discharge the Third Party Claim in accordance with the provisions set forth in this Agreement (the conditions set forth in clauses (i) through (v) are collectively referred to as the “Litigation Conditions”); and provided further, that Company expressly agrees Company shall be responsible for satisfying and discharging any award made to the Third Party as a result of such proceedings or settlement had been amount agreed towith the Third Party in respect of the Third Party Claim. Subject to compliance with the Litigation Conditions, Company shall retain counsel reasonably acceptable to the CDC Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and (such acceptance not to be unreasonably withheld) to represent the CDC Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide pay the reasonable assistance fees and expenses of Indemnified Party’s employees in connection such counsel related to such ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for which confidential treatment are being requested are denoted with any defense“*****”.

Defense of Claim. In case With respect to a claim by a third party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnify is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”) , by notifying the Indemnified Party in respect writing to such effect within fifteen days of which indemnity properly sought against receipt of such notice; provided, however, that the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate employ counsel to represent it if, in the defense thereofIndemnified Party's reasonable judgment based upon the advice of counsel, but it is advisable in light of the separate interests of the Indemnified Party, to be represented by separate counsel, and in that event the reasonable fees and expenses of such participation separate counsel shall be solely at its expensepaid by the Indemnifying Party. If Indemnitor the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not notify Indemnified wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing (within the time hereinabove providedsuch fifteen day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys' fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnifying Party prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. In case With respect to any claimaction, demand suit or deficiency (a “Claim”) is asserted or any action is commenced or notice is given proceeding as to which Indemnitee must notify the Company of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) commencement thereof pursuant to the procedure set forth in Section 7 of this Agreement: (a) the Company will be entitled to participate therein at its own expense, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior provided that Indemnitee provides signed, written consent to such earlier date participation, which shall not be unreasonably withheld; (b) except as otherwise provided below, the Company may, at its option and jointly with any answer in any administrative or other proceeding is due)indemnifying party similarly notified and electing to assume such defense, Indemnitor may give Indemnified Party assume the defense thereof, with counsel reasonably satisfactory to Indemnitee, provided that Indemnitee provides signed, written consent to such assumption, which shall not be unreasonably withheld. Upon the Company delivering to Indemnitee written notice of its election to assume such defense, and Indemnitee providing signed, written consent thereto, the Company will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof, except as provided in subsections 8(b)(i)-(iv) below. Indemnitee shall have the right to employ separate counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof, and Indemnitee's signed, written consent thereto, shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) it is reasonably determined at any time before or during the course of the action, suit or proceeding, that the use of counsel chosen by the Company to represent Indemnitee would present or presents, as the case may be, such counsel with an actual or potential conflict, (iii) it is reasonably determined at any time before or during the course of the action, suit or proceeding, that the use of counsel chosen by the Company to represent Indemnitee would be or is, as the case may be, precluded under the applicable standards of professional conduct then prevailing, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim at its own expense (and any separate action, or fails to continue to retain such counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assume the defense of such Claimaction, Indemnified Party may (but need not) conduct (in each of which cases the fees and expenses of Indemnitee's separate counsel shall be at the expense of Indemnitorthe Company; and (c) the defense Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claimaction or claim effected without its prior written consent, which shall not be unreasonably withheld. The party assuming the defense of a Claim hereunder (the “Defending Party”) Company shall notify the other party of its intention be permitted to settle, compromise settle any action except that it shall not settle any action or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor claim in any defensemanner that would impose any expenses, at Indemnitor’s costlosses, and Indemnified Party shall provide reasonable access toliabilities, and copies ofjudgments, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensefines, or penalties (whether civil or criminal) on Indemnitee without Indemnitee's prior written consent.

Defense of Claim. In case For any claim for indemnification by an indemnified party hereunder, the indemnifying party may, by written notice to the indemnified party, undertake to conduct any proceedings or negotiations in connection therewith or necessary to defend the indemnified party and take all other reasonable steps or proceedings to settle or contest such claim, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given including without limitation, the engagement of any administrative or other proceeding against a counsel; provided, however, that the indemnifying party hereto (“Indemnified Party”) in respect shall reasonably consider the advice of which indemnity properly sought against the other indemnified party (“Indemnitor”) pursuant as to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt the defense and settlement of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct claim and the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party indemnified party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate participate, at its own expense, in such defense, but control of such litigation and settlement shall remain with the indemnifying party. The indemnified party shall provide all reasonable cooperation in connection with any such defense by the indemnifying party. Counsel and auditor fees, filing fees and court fees of all proceedings, contests or lawsuits with respect to any such claim shall be borne by the indemnifying party. If any such claim is made hereunder and the indemnifying party elects not to undertake the defense thereof by written notice to the indemnified party or otherwise fails to undertake the defense thereof, but such participation the indemnified party shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within entitled to undertake the time hereinabove provided) defense and demand and receive payment from the indemnifying party to cover the full cost of its election to conduct the defense of the claim(s) paid by the indemnifying party as provided for in Section 5 of this Agreement. If the indemnifying party undertakes such Claimdefense, Indemnified Party may (but need not) conduct (at and the expense of Indemnitor) indemnified party requests the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention right to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt assume control of such defense by providing written notice of intention to settlethe indemnifying party, compromise or satisfy) of its election the indemnified party’s right to assume (at its sole expense) indemnification shall terminate and the defense of any such Claim indemnified party shall bear all costs, expenses, and promptly thereafter take appropriate action to implement fees associated with such defense. The Assuming Party shall indemnify the Defending Party , as well as any losses, costs, damages, claims, obligations, liabilities and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseexpenses associated therewith.

Defense of Claim. In case With respect to a claim by a third party against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnity is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”) , by notifying the Indemnified Party in respect writing to such effect within 15 days of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreementreceipt of such notice; provided, however, that in any such proceeding, any Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereofretain its own counsel, but the fees and expenses of such participation counsel shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitorsuch Indemnified Party unless (i) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Indemnifying Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in have mutually agreed to the retention of such counsel or (ii) the named parties to any defense, at Indemnitor’s cost, such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall provide reasonable access tonot, and copies of, records requested by Indemnitor and shall provide in respect of the reasonable assistance legal expenses of any Indemnified Party’s employees Party in connection with any defenseproceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. If the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing within such 15 day period) to assume the defense of or otherwise control the handling of any such claim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys’ fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnifying Party and the Indemnified Party prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may retain counsel, as an indemnification expense, to defend such claim, suit, judgment or matter.

Defense of Claim. In case If Purchaser has received actual notice of any claim, demand or deficiency (a “Claim”) is claim asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) commenced in respect of which claim, action or proceeding indemnity properly may be sought against the other party (“Indemnitor”) Seller pursuant to this Agreement, Indemnified Party shall Purchaser will give prompt notice thereof in writing to IndemnitorSeller. Within 30 fifteen (15) days after the earlier of (i) receipt of such notice or (or prior to such earlier date as any answer in any administrative or ii) receipt of actual notice by Seller from sources other proceeding is due)than Purchaser, Indemnitor Seller may give Indemnified Party Purchaser written notice of its their election to conduct the defense of such Claim claim, action or proceeding at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor Seller has given Indemnified Party Purchaser such notice of election to conduct the defense, Indemnified Party shall Seller may conduct the defense at its expense, but Purchaser will nevertheless have the right to participate in the defense thereofdefense, but such participation shall will be solely at its expensethe expense of Purchaser, without a right of further reimbursement. If Indemnitor shall Seller has not notify Indemnified Party so notified Purchaser in writing (within the time hereinabove above provided) of its election to conduct the defense of such Claimclaim, Indemnified Party action or proceeding, Purchaser may (but need not) conduct (at the expense of IndemnitorSeller's expense) the defense of such claim, action or proceeding. Purchaser may at any Claim. The party assuming the defense time notify Seller of a Claim hereunder (the “Defending Party”) shall notify the other party of its Purchaser's intention to settle, compromise or satisfy any such Claim claim, action or proceeding (the defense of which Seller has not previously elected to conduct) and may make such settlement, compromise or satisfaction (at Seller's expense) unless such other party (the “Assuming Party”) shall notify the Defending Party Seller notifies Purchaser in writing (within 30 seven (7) days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim claim, action or proceeding and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against Any settlement, compromise or satisfaction made by Purchaser, or any losses in excess such final judgment or decree entered in, any claim, action or proceeding defended only by Purchaser, regardless of the amount of losses or terms, will be deemed to have been consented to by, and will be binding on, Seller as fully as though they alone had assumed the Defending Party would have incurred if the proposed settlement defense and a final judgment or decree had been agreed toentered in such proceeding or action by a court of competent jurisdiction in the amount of such settlement, compromise, satisfaction, judgment or decree. Indemnified Party shall cooperate If Seller has elected under this Section 8.3 to conduct the defense of any claim, action or proceeding, then Seller will be obligated to pay the amount of any adverse final judgment or decree rendered with Indemnitor in any defenserespect to such claim, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.action or proceeding. If Seller

Defense of Claim. In case any claim, demand or deficiency If a claim for Losses (a “"Claim”") is asserted to be ----------------- ----- made by a party entitled to indemnification hereunder against the indemnifying party, the party claiming such indemnification shall give written notice (a "Claim Notice") to the indemnifying party as soon as practicable after the party ------------ entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Article VI. If any lawsuit or enforcement action is commenced filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or notice is given summons). The failure of any administrative Indemnified Party to give timely notice hereunder for any purpose shall not affect rights to indemnification hereunder, except to the extent that the indemnifying party has been damaged by such failure. After such notice, except as provided in the following sentence, if the indemnifying party shall acknowledge in writing to the Indemnified Party that the indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or other proceeding against a action, then the indemnifying party hereto shall be entitled, if it so elects at its own cost, risk and expense, (“i) to take control of the defense and investigation of such lawsuit or action, (ii) to employ and engage attorneys of its own choice but in any event, reasonably acceptable to the Indemnified Party”, to handle and defend the same unless the named parties to such action or proceeding (including any impleaded parties) include both the indemnifying party and the Indemnified Party and the Indemnified Party has been advised in respect of writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the indemnifying party, in which indemnity properly sought against event the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof be entitled, at the indemnifying party's cost, risk and expense, to separate counsel of its own choosing (provided, however, in writing no -------- ------- event shall the indemnifying party be obligated to Indemnitorengage more than one (1) additional counsel) and (iii) to compromise or settle such lawsuit or action, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. Within 30 The Shareholders may assume the defense of a lawsuit or action as described in the preceding sentence only if the Shareholders agree to be responsible for all Claims for Losses related to such lawsuit or action and if there are sufficient moneys available held pursuant to the Escrow Fund to cover all such Claims for Losses. If the indemnifying party fails to assume the defense of such lawsuit or action within fifteen (15) calendar days after receipt of the Claim Notice, the Indemnified Party against which such lawsuit or action has been asserted will (upon delivering notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election effect to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless indemnifying party) have the right to participate in undertake, at the defense thereofindemnifying party's cost and expense, but the defense, compromise or settlement of such participation shall be solely at its expense. If Indemnitor lawsuit or action on behalf of and for the account and risk of the indemnifying party; provided, however, that such lawsuit -------- ------- or action shall not notify be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld or delayed. In the event the Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assumes the defense of such Claimthe lawsuit or action, the Indemnified Party may (but need not) conduct (at will keep the expense indemnifying party reasonably informed of Indemnitor) the defense progress of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settlesuch defense, compromise or satisfy settlement. The indemnifying party shall be liable for any such Claim settlement of any action affected pursuant to and may make such settlement, compromise or satisfaction unless such other in accordance with this Article VI and for any final judgment (subject to any right of appeal) and the indemnifying party (the “Assuming Party”) shall notify the Defending agrees to indemnify and hold harmless an Indemnified Party in writing (within 30 days after receipt from and against any Losses by reason of such notice of intention to settle, compromise settlement or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensejudgment.

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “Litigation Condition”). The Indemnifying Party expressly agrees the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to or deficiency (a “Claim”) is asserted settlement reached with the Third Party pursuant to the terms of this Agreement without prejudice to any provision in this Agreement or right at law which will allow the Indemnifying Party subsequently to recover any action is commenced amount from the Indemnified Party to the extent the liability under such settlement or notice is given of any administrative or other proceeding against a party hereto (“award was attributable to the Indemnified Party”. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) in respect to represent the Indemnified Party and shall pay the reasonable fees and expenses of which indemnity properly sought against such counsel related to such proceeding. In any such proceeding, the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party shall not settle any claim for which it is seeking indemnification without the prior written notice consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged claim that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at each Party’s own expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case With respect to a claim by a third party ---------------- against an Indemnified Party for which indemnification may be sought under this Agreement, the Indemnifying Party shall have the right, at its option, to be represented by counsel of its choice and to assume the defense or otherwise control the handling of any claim, demand suit, judgment or deficiency (a “Claim”) matter for which indemnify is asserted or any action sought, which is commenced or set forth in the notice is given of any administrative or other proceeding against a party hereto (“sent by the Indemnified Party”) in respect of which indemnity properly sought against , by notifying the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing to such effect within fifteen days of receipt of such notice; provided, however, that the Indemnified Party shall have -------- ------- the right to employ counsel to represent it if, in the Indemnified Party's reasonable judgment based upon the advice of counsel, it is advisable in light of the separate interests of the Indemnified Party, to be represented by separate counsel, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party. If the Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing within the time hereinabove providedsuch fifteen day period) of its election to conduct assume the defense of or otherwise control the handling of any such Claimclaim, suit, judgment or matter for which indemnity is sought, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against any and all reasonable professional fees (including attorneys' fees, accountants, consultants and engineering fees) and investigation expenses incurred by the Indemnifying Party prior to such election, notwithstanding the fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party does not assume the defense or otherwise control the handling of such matter, the Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention retain counsel, as an indemnification expense, to settledefend such claim, compromise suit, judgment or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensematter.

Defense of Claim. (a) In case the event an Indemnified Party receives notice of any claim, demand or deficiency (a “Claim”) is claim asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) commenced in respect of a Claim for which indemnity may be properly sought under this Agreement against TACTech or Zing, as the other party case may be (“Indemnitor”) pursuant to this Agreementthe "Indemnifying Party"), the Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 the Indemnifying Party within thirty (30) days after of its receipt of such notice. Within thirty (30) days after the earlier of (a) receipt by the Indemnifying Party of such notice from the Indemnified Party, or (or prior to such earlier date as any answer in any administrative or b) receipt of actual notice by the Indemnifying Party from sources other proceeding is due)than the Indemnified Party, Indemnitor the Indemnifying Party may give the Indemnified Party written notice of its election to conduct the defense of such Claim claim, action or proceeding at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor the Indemnifying Party has given the Indemnified Party such notice of election to conduct the defense, the Indemnifying Party may conduct the defense at its expense, but the Indemnified Party shall nevertheless have the right to participate in the defense thereofdefense, but provided such participation shall be is solely at its expensethe expense of the Indemnified Party, without a right of further reimbursement. If Indemnitor shall the Indemnifying Party has not notify so notified the Indemnified Party in writing (within the time hereinabove provided) period provided above of its election to conduct the defense of such Claim, the Indemnified Party may, but need not, conduct, at the Indemnifying Party's expense, the defense of such claim, action or proceeding. The Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall time notify the other party Indemnifying Party of its intention to settle, compromise or satisfy any such Claim and claim, action or proceeding (the defense of which the Indemnifying Party has not previously elected to conduct) and, with the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld), may make such settlement, compromise or satisfaction, at the Indemnifying Party's expense, provided, however, that the Indemnifying Party may make such settlement, compromise or satisfaction unless without the prior written consent of the Indemnified Party if such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settlesettlement, compromise or satisfysatisfaction constitutes a release of the Indemnified Party in respect of such Claim. (b) Any settlement, compromise or satisfaction, or any final judgment or decree entered in, or any Claim defended in accordance with the provisions of its election this Paragraph 2 shall be final and binding on the parties hereto. (c) The Indemnified Party and the Indemnifying Party shall use all reasonable efforts to assume (at its sole expense) cooperate fully with respect to the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify in accordance with the Defending Party and hold it harmless against any losses in excess provisions of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensethis Paragraph 2.

Defense of Claim. The Indemnifying Party shall have the right to control the defense of a Third Party Claim, provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the "Litigation Condition"). Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) to represent the Parties in the defense or settlement of such Third Party Claim and shall pay the fees and costs of such counsel related to such proceeding. In case any claimsuch proceeding, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party shall not settle any Third Party Claim for which it is seeking indemnification without the ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ​ prior written notice consent of its election to conduct the Indemnifying Party. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged that is being managed and/or controlled by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defenseIndemnifying Party, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any ClaimIndemnifying Party. The party assuming Indemnifying Party shall not, without the defense written consent of a Claim hereunder the Indemnified Party (the “Defending Party”) which consent shall notify the other party not be unreasonably withheld, refused, conditioned or delayed), effect any settlement of its intention to settlesuch Third Party Claim, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess settlement includes an unconditional release of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate from all liability to Third Parties with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified respect to such Third Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseClaim.

Defense of Claim. In case any claim, demand or deficiency (If the Indemnifying Party elects to defend a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) Third Party Claim pursuant to this AgreementSection 12.3.1, it shall give notice to the Indemnified Party within forty-five (45) days after the receipt of the notice from the Indemnified Party of the potential indemnifiable Claim which involves (and continues to involve) solely monetary damages The Indemnifying Party shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party written notice unless the Indemnifying Party and the Indemnified Party shall have agreed to the retention of its election to conduct such counsel. The Indemnified Party shall not settle any Claim for which it is seeking indemnification without the prior consent of the Indemnifying Party which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (that is being managed and any separate counsel engaged controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld). If Indemnitor has given , effect any settlement of any pending or threatened proceeding in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a Party and indemnity could have been sought hereunder by the Indemnified Party, unless such notice settlement includes an unconditional release of election to conduct the defense, Indemnified Party shall nevertheless have from all liability on Claims that are the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense subject matter of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseproceeding.

Defense of Claim. In case any claimIf the claim or demand set forth in the Notice ---------------- of Claim given by Indemnitee is a claim or demand asserted by a third party, demand or deficiency Indemnitor shall have thirty (a “Claim”30) is asserted or any action is commenced or notice is given days after the Date of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect Notice of which indemnity properly sought against the other party (“Indemnitor”) pursuant Claim to this Agreement, Indemnified Party shall give prompt notice thereof notify Indemnitee in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct defend such third party claim or demand on behalf of the Indemnitee. If Indemnitor elects to defend such third party claim or demand, Indemnitee shall make available to Indemnitor and its agents and representatives all records and other materials which are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with, and assist Indemnitor in the defense of, such third party claim or demand, and so long as Indemnitor is defending such third party claim in good faith, Indemnitee shall not pay, settle or compromise such third party claim or demand; provided, however, that no claim giving rise to a Notice of Claim at its own expense shall -------- ------- be compromised or settled by Indemnitor except (i) with the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or (ii) where only the payment of money is involved in such settlement and any separate counsel engaged by Indemnified Party shall be at its expense)Indemnitee is fully released from such claim in connection with such settlement. If Indemnitor has given Indemnified Party elects to defend such notice of election to conduct the defensethird party claim or demand, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereofof such third party claim or demand, but such participation shall be solely at its Indemnitee's own expense. If Indemnitor does not elect to defend such third party claim or demand or does not defend such third party claim or demand in good faith, Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at Indemnitor's expense, to defend such third party claim or demand; provided, however, that (i) Indemnitee shall not notify Indemnified Party -------- ------- have any obligation to participate in writing (within the time hereinabove provided) of its election to conduct the defense of of, or defend, any such Claim, Indemnified Party may third party claim or demand; (but need notii) conduct (at the expense of Indemnitor) the Indemnitee's defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of or its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party participation in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of Indemnitor under the agreements of indemnification set forth in this Section 8.7; and (iii) no claim giving rise to a Notice of Claim and promptly thereafter take appropriate action to implement such defenseshall be compromised or settled by Indemnitee except with the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld. The Assuming Party term "Date of Notice of Claim" shall indemnify mean the Defending Party and hold it harmless against any losses in excess date the Notice of the amount Claim is ----------------------- effective pursuant to Section 10.2 of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensethis Agreement.

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within thirty (30) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “Litigation Condition”); provided, that the Indemnifying Party expressly agrees the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to the Third Party as a result of such proceedings or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) settlement amount agreed with the Third Party in respect of the Third Party Claim without prejudice to any provision in this Agreement or right at law which indemnity properly sought against will allow the other party Indemnifying Party subsequently to recover any amount from the Indemnified Party to the extent the liability under such settlement or award was attributable to the Indemnified Party. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (“Indemnitor”such acceptance not to be unreasonably withheld, refused, conditioned or delayed) pursuant to this Agreementrepresent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party written notice shall not settle any claim for which it is seeking indemnification without the prior consent of its election to conduct the Indemnifying Party which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged claim that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed). If Indemnitor has given , effect any settlement of any pending or threatened proceeding in which the Indemnified Party such notice is, or based on the same set of election to conduct facts could have been, a party and indemnity could have been sought hereunder by the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.,

Defense of Claim. In case any claim, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against If the other party (“Indemnitor”) pursuant Indemnifying Party does not intend to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct assume the defense of such Claim at its own expense (and any separate counsel engaged by the Third Party Claim, then it shall give written notice to the Indemnified Party shall be at within 15 days of its expensereceipt of the Notice of Claim (or such shorter period as is reasonably required in the circumstances) specifying its reasons for rejecting the request for indemnity and defense, together with supporting detail (the “Rejection Notice”). If Indemnitor has given Otherwise, the Indemnifying Party shall assume the defense of the Third Party Claim with counsel reasonably satisfactory to the Indemnified Party by giving written notice thereof to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of the Notice of Claim (or such notice shorter period as is reasonably required in the circumstances), subject to the Indemnifying Party’s right to send a Rejection Notice at a later point and to withdraw from the defense and contest the indemnity obligation based on subsequently available information. If the Indemnifying Party does not assume the defense of election the Third Party Claim with counsel reasonably satisfactory to conduct the Indemnified Party by giving such Rejection Notice to the Indemnified Party within the require period, then the Indemnified Party may assume such defense. If the Indemnified Party so assumes the defense, Indemnified Party shall nevertheless have then the right to participate in reasonable fees and expenses of the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within connection therewith shall be considered “Loss” for purposes of this Agreement unless it is determined by a court of applicable jurisdiction that the time hereinabove provided) of its election Indemnifying Party was not required to conduct indemnify the defense of such Claim, Indemnified Party may (but need not) conduct (at for such claim under this Agreement. If the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Third Party shall indemnify Claim, the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any defenseThird-Party Claim, at Indemnitor’s costsubject to Section 5.4(b)(iv), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide on behalf of the reasonable assistance of Indemnified Party’s employees in connection with any defense.

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within fifteen (15) days after the receipt of written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “Litigation Condition”); provided, that the Indemnifying Party expressly agrees the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to the third party as a result of such proceedings or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a settlement amount agreed with the third party hereto (“Indemnified Party”) in respect of the Third Party Claim without prejudice to any provision in this Agreement or right at law which indemnity properly sought against will allow the other party Indemnifying Party subsequently to recover any amount from the Indemnified Party to the extent the liability under such settlement or award was attributable to the Indemnified Party. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (“Indemnitor”such acceptance not to be unreasonably withheld, conditioned or delayed) pursuant to this Agreementrepresent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party shall not settle any Third Party Claim for which it is seeking indemnification without the prior written notice consent of its election to conduct the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Third Party Claim at its own expense (and any separate counsel engaged that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified Party then neither party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the parties shall cooperate in and be consulted on the material aspects of such defense at the each party’s own expense; provided, Indemnified that if the Indemnifying Party does not satisfy the Litigation Condition, the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and costs incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder (from the “Defending Party”) shall notify inception of the other party of its intention to settle, compromise or satisfy any such Third Party Claim and may make such settlement, compromise or satisfaction unless such other party (until the “Assuming Party”) shall notify date the Defending Indemnifying Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) assumes the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseor control thereof.

Defense of Claim. In case If any claimaction, demand suit or deficiency (a “Claim”) is asserted proceeding shall be commenced against, or any action is commenced claim or notice is given of any administrative or other proceeding against demand be asserted against, a party hereto (“Indemnified "Claiming Party”") to this Agreement, in respect of which indemnity properly sought against the Claiming Party proposes to demand indemnification hereunder, the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense)notified of any claims made against the Claiming Party within ninety (90) days of the Claiming Party becoming aware of same. If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party The other party shall nevertheless have the right to assume the entire control of the litigation (including the selection of counsel) subject to the right of the Claiming Party to participate (at its expense and with counsel of its choice at the Claiming Party's expense), in the defense defense, compromise or settlement thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified and in connection therewith the Claiming Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claimshall, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify other party's expense, cooperate fully in all respects with the other party of its intention to settlein any such defense, compromise or settlement, including without limitation, by making available to the other party pertinent information under the control of the Claiming Party. The Claiming Party shall not permit or suffer the entry of any default of default judgment against the Claiming Party unless the other party is afforded ten (10) days advance notice thereof. The Claiming Party shall make no payment of claim, shall not compromise or agree to compromise any claim, and shall not admit liability for any claim or payment thereof, except on ten (10) days advance notice to the other party. If the other party notifies the Claiming Party within the ten (10) day period of the other party's decision to dispute or defend the claim, the Claiming Party shall not pay same without the other party's written consent. The failure of the Claiming Party to satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (of the “Assuming above preconditions set forth in this paragraph shall constitute a waiver of the Claiming Party”) shall notify the Defending Party in writing (within 30 days after receipt 's right to indemnification of such claim. Upon discovery of any misrepresentation, inaccuracy, incorrectness or breach of any covenants, representations, agreements and warranties of any party contained in this Agreement, that party shall give to the breaching party reasonable prompt notice of intention to settle, compromise or satisfy) the discovery of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensebreach.

Defense of Claim. Promptly after receipt by an indemnified party of notice of the commencement of any action, the indemnified party shall notify the indemnifying party in writing of the commencement thereof if a claim in respect thereof is to be made against an indemnifying party under this Article X, but the omission of such notice shall not relieve the indemnifying party from liability which it may have to the indemnified party under this Article X, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice, and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Article X. In case any action is brought against the indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and to the extent that it chooses, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party that it so chooses, the indemnifying party shall not be liable for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided however that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the claim within twenty (20) days after receiving notice from the indemnified party that the indemnified party believes the indemnifying party has failed to diligently defend such claim, demand or deficiency (ii) if the indemnified party who is a “Claim”) is asserted or defendant in any action or proceeding which is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought also brought against the other indemnifying party reasonably shall have concluded that there are legal defenses available to the indemnified party which are not available to the indemnifying party, or (“Indemnitor”iii) pursuant to this Agreementif representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, Indemnified Party then the indemnified party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in assume or continue its own defense as set forth above and the defense thereof, but such participation indemnifying party shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within reimburse each indemnified party for the time hereinabove provided) of its election to conduct the defense costs of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim as provided in Sections 10.04 and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense10.

Defense of Claim. In case If any claim, demand or deficiency (a “Claim”) liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall have the right, unless otherwise precluded by applicable law, to conduct and control the defense, compromise or any action is commenced or notice is given settlement of any administrative Action or other proceeding threatened Action brought against a party hereto (“the Indemnified Party”) Party in respect of which matters embraced by the indemnity properly sought against the other party (“Indemnitor”) pursuant to set forth in this Agreement, Section 11. The Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to employ counsel separate from counsel employed by the Indemnifying Party in connection with any such Action or threatened Action and to participate in the defense thereof, but the fees and expenses of such participation counsel employed by the Indemnified Party shall be solely at its expense. If Indemnitor the sole expense of the Indemnified Party unless (i) the Indemnifying Party shall have elected not, or, after reasonable written notice of any such Action or threatened Action, shall have failed, to assume or participate in the defense thereof, (ii) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (iii) the parties to any such Action or threatened Action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and the Indemnified Party shall have been advised in writing by counsel for the Indemnified Party that there may be one or more defenses available to the Indemnified Party that are not available to the Indemnifying Party or legal conflicts of interest pursuant to applicable rules of professional conduct between the Indemnifying Party and the Indemnified Party (in any which case, the Indemnifying Party shall not notify Indemnified Party in writing (within have the time hereinabove provided) of its election right to conduct assume the defense of such ClaimAction on behalf of the Indemnified Party), in either of which events referred to in clauses (i), (ii) and (iii) the fees and expenses of such counsel employed by the Indemnified Party may (but need not) conduct (shall be at the expense of Indemnitor) the defense Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any such Action or threatened Action or consent to the entry of any Claim. The party assuming judgment which does not include as an unconditional term thereof the defense of giving by the claimant or the plaintiff to the Indemnified Party a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party release from all liability in writing (within 30 days after receipt respect of such Action or threatened Action. Unless the Indemnifying Party shall have elected not, or shall have after reasonable written notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action Action or threatened Action failed, to implement such defense. The Assuming assume or participate in the defense thereof, the Indemnified Party shall indemnify may not settle or compromise any Action or threatened Action without the Defending Party and hold it harmless against any losses in excess written consent of the amount Indemnifying Party. If, after reasonable written notice of losses any such Action or threatened Action, the Defending Indemnifying Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defense.neglects to defend the

Defense of Claim. In case If, with respect to any claim, demand claim which may give rise ---------------- to indemnity under this Agreement resulting from or deficiency arising out of any claim or legal proceeding by a person other than the indemnified party (a “"Third-Party Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a "), the indemnifying party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof acknowledges in writing to Indemnitor. Within 30 days after receipt the indemnified party the indemnifying party's obligation to indemnify the indemnified party pursuant hereto, the indemnifying party, at its sole cost and expense, may, upon written notice to the indemnified party, assume the defense of such notice (claim or prior related legal proceeding. If the indemnifying party so assumes the defense of any such claim or legal proceeding, the indemnifying party shall select counsel reasonably acceptable to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election the indemnified party to conduct the defense of such Claim claim or legal proceeding and, at its own the sole cost and expense (and any separate counsel engaged by Indemnified Party of the indemnifying party, shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate take all steps necessary in the defense or settlement thereof, but such participation shall be solely at its expense. If Indemnitor provided that the indemnifying party shall not notify Indemnified Party in writing expressly consent to a settlement or compromise of, or expressly consent to the entry of any judgment arising from, any such claim or legal proceeding without the prior written consent (within the time hereinabove providednot to be unreasonably withheld) of its election the indemnified party (it being understood that in considering whether or not to conduct give such consent the defense indemnified party is entitled to assess the implications of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other judgment on the future conduct of the indemnified party's business activities). The indemnified party shall be entitled to participate in (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expensebut not control) the defense of any such action, with its own counsel and at its own expense. Whether or not the indemnifying party chooses to defend any claim or litigation for which the indemnified party may be entitled to indemnification hereunder, each of the parties hereto shall cooperate in the defense thereof. If, with respect to a Third-Party Claim, the indemnifying party neither acknowledges nor disclaims in writing, or the indemnifying party disclaims in writing to the ASSET PURCHASE AGREEMENT - Page 12 ------------------------ indemnified party, the indemnifying party's obligation to indemnify the indemnified party pursuant hereto, the indemnified party may defend against such claim or related legal proceeding with such counsel and in such manner as they deem appropriate, and may consent to the settlement or compromise of, or consent to the entry of a judgment arising from, such claim or legal proceeding without the consent of the indemnifying party. From and after the date of delivery of notice of a Third-Party Claim hereunder, at the reasonable request of the indemnifying party the indemnified party shall grant the indemnifying party and promptly thereafter take appropriate action its representatives full and complete access to implement such defensethe books, records and properties of the indemnified party to the extent reasonably related to the matters to which the Third-Party Claim relates. The Assuming indemnifying party will not disclose to any third person (except its representatives participating in such Third-Party Claim) any information obtained pursuant to this Section which is designated as confidential by the indemnified party and which is not otherwise generally available to the public, except as may be required by applicable law. The indemnifying party shall indemnify instruct its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be granted during normal business hours, shall be subject to the Defending Party and hold it harmless against any losses in excess normal safety regulations of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s costindemnified party, and Indemnified Party shall provide reasonable access to, be granted under conditions which will not interfere with the business and copies of, records requested by Indemnitor and shall provide operations of the reasonable assistance of Indemnified Party’s employees in connection with any defenseindemnified party.

Defense of Claim. In case the event any claimaction, demand suit or deficiency (a “Claim”) proceeding is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought brought against the other indemnified party with respect to which the indemnifying party may have liability under the indemnity agreements contained herein, the action, suit or proceeding shall, upon the written election by the indemnifying party, be defended (“Indemnitor”including all proceedings on appeal or for review which counsel for the indemnified party shall deem reasonably appropriate) pursuant by the indemnifying party. The indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the indemnified party's own expense (and not subject to reimbursement under this Agreement, Indemnified Party Section) unless (A) the employment of such counsel and the payment of such fees and expenses both shall give prompt notice thereof have been specifically authorized in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer by the indemnifying party in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct connection with the defense of such Claim at its own expense action, suit or proceeding, or (B) such indemnified party shall have reasonably concluded upon advice of counsel and specifically notified the indemnifying party in writing that there may be specific defenses available to it which are different from or additional to those available to the indemnifying party or that such action, suit or proceeding involves or could have an effect upon matters beyond the scope of the indemnity agreements contained herein, in any separate counsel engaged of which event the indemnifying party, to the extent made necessary by Indemnified Party such defenses, shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless not have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct direct the defense of such Claimaction, Indemnified Party may (but need not) conduct (at suit or proceeding on behalf of the expense indemnified party. In such case only that portion of Indemnitor) such fees and expenses reasonably related to matters covered by the defense of any Claimindemnity agreements contained herein shall be borne by the indemnifying party. The indemnified party assuming shall be kept fully informed of such action, suit or proceeding at all stages thereof whether or not it is so represented. The indemnifying party shall make available to the indemnified party and its attorneys and accountants all books and records of the indemnifying party relating to such proceedings or litigation and the parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlementaction, compromise suit or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseproceeding.

Defense of Claim. In case any claimIf a Third Party Claim is made against an Indemnitee, demand or deficiency the Indemnitor will be entitled, within thirty (a “Claim”30) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its election intention to conduct assume the defense of such Claim Third Party Claims within such thirty (30) day period (at its own the expense (of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel engaged by Indemnified Party to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be at its expense)paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor has given Indemnified assumes the defense of any Third Party such notice of election to conduct Claim, the defense, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereofthereof and to employ counsel, but such participation shall be solely at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assumes the defense of such any Third Party Claim, Indemnified the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee insofar as it directly relates to the Third Party Claims (but need notincluding, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (with reasonable and properly substantiated out-of-pocket expenses to be reimbursed by the Indemnitor, including reasonable legal fees and expenses, of the Indemnitee). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) conduct (day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) Business Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of any Claim. The party assuming the defense Third Party Claim for the account of a Claim hereunder the Indemnitor (with counsel selected by the “Defending Party”) shall notify the other party of its intention Indemnitee), and to settle, compromise or satisfy any settle such Claim and may make such settlementThird Party Claim, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide exercising reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensebusiness judgment.

Defense of Claim. In case If any claim, demand lawsuit or deficiency (a “Claim”) is asserted or any enforcement action is commenced or notice is given of any administrative or other proceeding against filed by a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreementthird party, Indemnified Party shall give prompt written notice thereof shall be given to the indemnifying party as promptly as is practicable (and in any event within thirty (30) days after the service of the citation or summons). After such notice, if the indemnifying party acknowledges in writing to Indemnitor. Within 30 days after receipt the indemnified party that the indemnifying party shall be obligated under the terms of this Section 19 in connection with such lawsuit or action, then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such notice (lawsuit or prior action and to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice employ and engage attorneys of its election own choice to conduct handle all aspects of such defense, at the indemnifying party’s cost, risk and expense, provided that the indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto without conflict of interest in such defense between Seller and Buyer. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost and with no right of indemnification with respect thereto, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the indemnifying party does not assume responsibility for defense of the third party action, then the indemnified party may proceed with the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Party shall be at its expense)the action. If Indemnitor the indemnifying party has given Indemnified Party such notice of election acknowledged to conduct the defenseindemnified party its obligations to indemnify hereunder, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor indemnified party shall not notify Indemnified Party in writing (within settle such lawsuit or enforcement action without the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess prior written consent of the amount of losses the Defending Party would have incurred indemnifying party and, if the proposed settlement had been agreed to. Indemnified Party indemnifying party has not so acknowledged its obligation, the indemnified party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide not settle such lawsuit or enforcement actions without ten (10) days’ prior written notice to the reasonable assistance of Indemnified Party’s employees in connection with any defenseindemnifying party.

Defense of Claim. (a) In the case any claim, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a third party hereto (“Indemnified Party”) in respect of claim for which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due)Indemnitee seeks indemnification from Indemnitor hereunder, Indemnitor may give Indemnified Party written notice of its election will have the option to conduct and control the defense of such Claim at third party claim, including settling the claim (provided that Indemnitor will not settle any such claim if Indemnitee acknowledges its own expense indemnity obligations hereunder in connection therewith without the consent of Indemnitee (which consent will not be unreasonably withheld or delayed) unless the settlement includes a complete release of, and no obligation of payment by, and no admission of fault or wrongdoing on the part of, Indemnitee with respect to the claim. Until Indemnitee has received notice of Indemnitor’s election whether to defend any separate counsel engaged by Indemnified Party shall be at its expense)claim, Indemnitee may take reasonable steps to defend (but may not settle) such claim. If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election declines to assume (at its sole expense) the defense of any such Claim claim, or Indemnitor fails to notify Indemnitee within ten (10) calendar days after its receipt of the Claims Notice of Indemnitor’s election to defend such claim, Indemnitee may defend against such claim (provided that Indemnitee will not settle such claim without the consent of Indemnitor (which consent will not be unreasonably withheld or delayed) unless the settlement includes a complete release of, and promptly thereafter no obligation of payment by, and no admission of fault or wrongdoing on the part of, Indemnitor with respect to the claim). Regardless of which Party assumes the defense of the claim, the Parties agree to cooperate fully with one another in connection therewith and to keep each other reasonably informed of the status of the claim and any related proceeding and will take appropriate no action or make any admissions or statements not required by Law that would adversely affect the defense of any such claim. Notwithstanding the foregoing, Section 7.15(g), Section 7.15(h), and Section 7.15(j) and not this Section 10.5, will govern the conduct of any Tax Proceeding described in any of such provisions. (b) With respect to implement a third party claim for which the Indemnitor has elected to control the defense, the Indemnitor shall not settle such third party claim without the consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement (i) includes a complete and unconditional release of such Indemnitee from all Liabilities relating thereto, (ii) does not contain any admission of any wrongdoing by or on behalf of such Indemnitee, and (iii) does not encumber any assets of any Indemnitee or subject any Indemnitee to any conditions or restrictions that would or would reasonably be expected to adversely affect such Indemnitee. The Indemnitor shall notify the Indemnitee of the progress of any such third party claim and shall provide the Indemnitee with reasonable access upon request to all relevant information and documentation relating to such third party claim and the prosecution or defense thereof. (c) The Indemnitee shall have the right, at the cost and expense of the Indemnitor and with counsel reasonably acceptable to the Indemnitor, to assume the defense of a third party claim in lieu of the Indemnitor if (i) the Indemnitor has failed or is failing to defend in good faith the third party claim, (ii) the Indemnitor does not exercise its right to defend against such third party claim, (iii) the applicable claim seeks in addition to or lieu of monetary damages, any injunctive or other equitable relief, (iv) the applicable claim presents, under applicable standards of professional conduct, a conflict on any significant issue between the Indemnitee and the Indemnitor, (v) the applicable claim involves any investor, Limited Partner, partner or other similar Person of the Indemnitee or any of their Affiliates and such claim could reasonably be expected to materially impair such Indemnitee’s or its Affiliate’s relationship with such investor, Limited Partner, partner or other similar Person; provided that in the event both the Indemnitor and the Indemnitee (or their respective Affiliates) are named parties to such claim, then the Indemnitee’s applicable control of such claim hereunder shall be limited to the portion of such claim relating to the Indemnitee (or its applicable Affiliate), and the Indemnitor shall be permitted to continue to control the defense of the portion of such claim relating to the Indemnitor (or its applicable Affiliate), (vi) the applicable claim relates to or arises in connection with any criminal action, indictment, allegation or investigation, (vii) the maximum Liability amount set forth in Section 10.6 are exceeded, or (viii) the applicable claim made by any Governmental Entity or related claim by a Governmental Entity names the New GP, the New Manager, Fortress Investment Group, LLC or one of its Affiliates (other than Buyer and any of its Subsidiaries, including any Transferred Entity, Fund Vehicle or Portfolio Investment, other than the New GP and the New Manager); provided that in the event both the Indemnitor and the Indemnitee (or their respective Affiliates) are named parties to such claim, then the Indemnitee’s applicable control of such claim hereunder shall be limited to the portion of such claim relating to the Indemnitee (or its applicable Affiliate), and the Indemnitor shall be permitted to continue to control the defense of the portion of such claim relating to the Indemnitor (or its applicable Affiliate). The Indemnitee shall notify the Indemnitor of the progress of any such third party claim and shall provide the Indemnitor with reasonable access upon request to all relevant information and documentation relating to such third party claim and the prosecution or defense thereof. In the event the Indemnitee assumes the defense of the third party claim pursuant to the foregoing sentence, the Indemnitor, at its sole cost and expense, shall cooperate with the Indemnitee and the Indemnitor shall, at its expense, be permitted to participate in such defense. The Assuming Party Indemnitee shall indemnify not settle any third party claim (including any third party claim for which the Defending Party Indemnitor is conducting and hold it harmless against any losses in excess controlling the defense pursuant to Section 10.5(b)) without the consent of the amount of losses Indemnitor (which consent will not be unreasonably withheld, conditioned or delayed); provided, however, that, notwithstanding the Defending Party would have incurred if foregoing or anything to the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defensecontrary herein, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensethird party claim for which the Indemnitee is controlling the defense thereof pursuant to clause (viii) of this Section 10.5(c), in the event of any settlement opportunity with the applicable Governmental Entity the Indemnitee will not be required to obtain the prior written consent of the Indemnitor to the settlement of such claim unless such settlement involves the payment of a material amount of money for which the Indemnitor would be responsible hereunder, and in the event and to the extent such settlement does involve a material amount of money for which the Indemnitor would be responsible hereunder then the Indemnitee shall not settle that element of such claim without the consent of the Indemnitor (which consent will not be unreasonably withheld, conditioned or delayed).

Defense of Claim. In case If the Indemnifying Party elects to defend or, if local procedural rules or laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided it gives notice to the Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the Indemnified Party of the potentially indemnifiable Third Party Claim (the “Litigation Condition”). The Indemnifying Party expressly agrees that the Indemnifying Party shall be responsible for satisfying and discharging any claim, demand award made to or deficiency (a “Claim”) is asserted settlement reached with the Third Party pursuant to the terms of this Agreement without prejudice to any provision in this Agreement or rights or remedies available at law which will allow the Indemnifying Party subsequently to recover any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“amount from the Indemnified Party”. Subject to compliance with the Litigation Condition, the Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) in respect to represent the Indemnified Party and shall pay the fees and expenses of which indemnity properly sought against such counsel related to such proceeding. In any such proceeding, the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing have the right to Indemnitor. Within 30 days after receipt retain its own counsel, but the fees and expenses of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give counsel shall be at the expense of the Indemnified Party. The Indemnified Party shall not settle any claim for which it is seeking indemnification without the prior written notice consent of its election to conduct the Indemnifying Party, which consent shall not be unreasonably withheld, refused, conditioned or delayed. The Indemnified Party shall, if requested by the Indemnifying Party, cooperate in all reasonable respects in the defense of such Claim at its own expense (and any separate counsel engaged claim that is being managed and/or controlled by the Indemnifying Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be at its expenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any pending or threatened proceeding in which the Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability to Third Parties on claims that are the subject matter of such proceeding and provided such settlement does not limit or restrict the rights granted to the Indemnified Party hereunder in any material respect or otherwise materially adversely affect the ability of the Indemnified Party to enjoy the benefits of this Agreement. If Indemnitor has given Indemnified Party such notice of election to conduct the defenseLitigation Condition is not met, Indemnified then neither Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct control the defense of such ClaimThird Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at each Party’s own expense; provided that if the Indemnifying Party does not satisfy the Litigation Condition, Indemnified the Indemnifying Party may (but need not) conduct (at any subsequent time during the expense pendency of Indemnitor) the relevant Third Party Claim irrevocably elect, if permitted by local procedural rules or laws, to defend and/or to control the defense of any Claim. The party assuming the relevant Third Party Claim so long as the Indemnifying Party also agrees to pay the reasonable fees and expenses incurred by the Indemnified Party in relation to the defense of a such Third Party Claim hereunder from the inception of the Third Party Claim until the date the Indemnifying Party assumes the defense or control thereof. Notwithstanding the foregoing, if the Parties do not agree as to the application of Section 12.01 and Section 12.02 to any particular Claim (the “Defending Party”) shall notify the other party and associated Losses), then each may conduct its own defense of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such reserve the right to claim indemnification from the other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess upon resolution of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseunderlying Claim.

Defense of Claim. In case If, with respect to any claim, demand claim which may give rise ---------------- to indemnity under this Agreement resulting from or deficiency arising out of any claim or legal proceeding by a person other than the indemnified party (a “"Third-Party Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a "), the indemnifying party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof acknowledges in writing to Indemnitor. Within 30 days after receipt the indemnified party the indemnifying party's obligation to indemnify the indemnified party pursuant hereto, the indemnifying party, at its sole cost and expense, may, upon written notice to the indemnified party, assume the defense of such notice (claim or prior related legal proceeding. If the indemnifying party so assumes the defense of any such claim or legal proceeding, the indemnifying party shall select counsel reasonably acceptable to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election the indemnified party to conduct the defense of such Claim claim or legal proceeding and, at its own the sole cost and expense (and any separate counsel engaged by Indemnified Party of the indemnifying party, shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate take all steps necessary in the defense or settlement thereof, but such participation shall be solely at its expense. If Indemnitor provided that the indemnifying party shall not notify Indemnified Party in writing expressly consent to a settlement or compromise of, or expressly consent to the entry of any judgment arising from, any such claim or legal proceeding without the prior written consent (within the time hereinabove providednot to be unreasonably withheld) of its election the indemnified party (it being understood that in considering whether or not to conduct give such consent the defense indemnified party is entitled to assess the implications of such Claim, Indemnified Party may (but need not) conduct (at the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other judgment on the future conduct of the indemnified party's business activities). The indemnified party shall be entitled to participate in (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expensebut not control) the defense of any such action, with its own counsel and at its own expense. Whether or not the indemnifying party chooses to defend any claim or litigation for which the indemnified party may be entitled to indemnification hereunder, each of the parties hereto shall cooperate in the defense thereof. If, with respect to a Third-Party Claim, the indemnifying party neither acknowledges nor disclaims in writing, or the indemnifying party disclaims in writing to the indemnified party, the indemnifying party's obligation to indemnify the indemnified party pursuant hereto, the indemnified party may defend against such claim or related legal proceeding with such counsel and in such manner as they deem appropriate, and may consent to the ASSET PURCHASE AGREEMENT - Page 12 ------------------------ settlement or compromise of, or consent to the entry of a judgment arising from, such claim or legal proceeding without the consent of the indemnifying party. From and after the date of delivery of notice of a Third-Party Claim hereunder, at the reasonable request of the indemnifying party the indemnified party shall grant the indemnifying party and promptly thereafter take appropriate action its representatives full and complete access to implement such defensethe books, records and properties of the indemnified party to the extent reasonably related to the matters to which the Third-Party Claim relates. The Assuming indemnifying party will not disclose to any third person (except its representatives participating in such Third-Party Claim) any information obtained pursuant to this Section which is designated as confidential by the indemnified party and which is not otherwise generally available to the public, except as may be required by applicable law. The indemnifying party shall indemnify instruct its representatives not to disclose any such information (except as may be required by applicable law). All such access shall be granted during normal business hours, shall be subject to the Defending Party and hold it harmless against any losses in excess normal safety regulations of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s costindemnified party, and Indemnified Party shall provide reasonable access to, be granted under conditions which will not interfere with the business and copies of, records requested by Indemnitor and shall provide operations of the reasonable assistance of Indemnified Party’s employees in connection with any defenseindemnified party.

Defense of Claim. In case any claimIf Company elects to defend or, demand if local procedural rules or deficiency laws do not permit the same, elects to control the defense of a Third Party Claim, it shall be entitled to do so provided (a “Claim”i) is asserted or any action is commenced or it gives notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against to the other party (“Indemnitor”) pursuant to this Agreement, CDC Indemnified Party shall give prompt notice thereof in writing of its intention to Indemnitor. Within 30 do so within forty-five (45) days after the receipt of such the written notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give from the CDC Indemnified Party written notice of its election to conduct the potentially indemnifiable Third Party Claim; (ii) the defense of such Third Party Claim at its own expense by Company will not, in the reasonable judgment of the CDC Indemnified Party, have an adverse effect on the CDC Indemnified Party; (iii) Company has sufficient financial resources, in the reasonable judgment of the CDC Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iv) the Third Party Claim solely seeks (and continues to seek) monetary damages; and (v) Company expressly agrees in writing that as between Company and the CDC Indemnified Party, Company may only satisfy and discharge the Third Party Claim in accordance with the provisions set forth in this Agreement (the conditions set forth in clauses (i) through (v) are collectively referred to as the “Litigation Conditions”); and provided further, that Company expressly agrees Company shall be responsible for satisfying and discharging any separate award made to the Third Party as a result of such proceedings or settlement amount agreed with the Third Party in respect of the Third Party Claim. Subject to compliance with the Litigation Conditions, Company shall retain counsel engaged by reasonably acceptable to the CDC Indemnified Party (such acceptance not to be unreasonably withheld) to represent the CDC Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the CDC Indemnified Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereofretain its own counsel, but the fees and expenses of such participation counsel shall be solely at its expensethe expense of the CDC Indemnified Party. If Indemnitor The CDC Indemnified Party shall not notify settle any claim for which it is seeking indemnification without the prior consent of Company which consent shall not be unreasonably withheld. The CDC Indemnified Party shall, if requested by Company, cooperate in writing (within the time hereinabove provided) of its election to conduct all reasonable respects in the defense of such claim that is being managed and/or controlled by Company at the sole cost and expense of Company. Company shall not, without the written consent of the CDC Indemnified Party (which consent shall not be unreasonably withheld), effect any settlement of, or the entry of any judgment arising from, any pending or threatened proceeding in which the CDC Indemnified Party is, or based on the same set of facts could have been, a party and indemnity could have been sought hereunder by the CDC Indemnified Party, which (1) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the CDC Indemnified Party a complete release from all liability in respect of such claims that are the subject matter of such proceeding, or (2) grants any injunctive or equitable relief, or (3) may reasonably be expected to have an adverse effect on the business of the CDC Indemnified Party. If the Litigation Conditions are not met, then neither Party shall have the right to control the defense of such Third Party Claim and the Parties shall cooperate in and be consulted on the material aspects of such defense at the each Party’s own expense. In the event that at any time (A) the Litigation Conditions cease to be met or (B) Company fails to take reasonable steps necessary to defend diligently such Third Party Claim, the CDC Indemnified Party may (but need not) conduct (at assume its own defense, and Company shall be liable for all reasonable costs or expenses paid or incurred by the expense of Indemnitor) the defense of any Claim. The party assuming the defense of a Claim hereunder (the “Defending Party”) shall notify the other party of its intention to settle, compromise or satisfy any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. CDC Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any such defense.

Defense of Claim. In case any claimIf a Third Party Claim is made against an Indemnitee, demand or deficiency then the Indemnitor will be entitled, within thirty (a “Claim”30) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“Indemnified Party”) in respect of which indemnity properly sought against the other party (“Indemnitor”) pursuant to this Agreement, Indemnified Party shall give prompt notice thereof in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its election intention to conduct assume the defense of such Claim Third Party Claims within such thirty (30) day period (at its own the expense (of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of such Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel engaged by Indemnified Party to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for all Indemnitees, provided that where a conflict of interest is found to exist each Indemnitee with a conflict will be entitled to separate counsel at its such Indemnitees’ expense). If the Indemnitor has given Indemnified assumes the defense of any Third Party such notice of election to conduct Claim, the defense, Indemnified Party Indemnitee shall nevertheless have the right to participate in the defense thereofthereof and to employ counsel, but such participation shall be solely at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct assumes the defense of such any Third Party Claim, Indemnified the Indemnitor will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee reasonably informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested in writing by the Indemnitee (but need notincluding, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) conduct (day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of Indemnitorthe Indemnitor (but limited to the reasonable legal fees and expenses of one counsel for all Indemnitees), after five (5) Business Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of any Claim. The party assuming the defense Third Party Claim for the account of a Claim hereunder the Indemnitor (with counsel selected by the “Defending Party”) shall notify the other party of its intention Indemnitee), and to settle, compromise or satisfy any settle such Claim and may make such settlementThird Party Claim, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense of any such Claim and promptly thereafter take appropriate action to implement such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, and Indemnified Party shall provide exercising reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defensebusiness judgment.

Defense of Claim. At its option, the Indemnifying Party may defend or control the defense of Third Party Claims by giving written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of a Third Party Claim notice. The Indemnified Party may, at any time, assume all such defense if the Indemnifying Party fails to provide such notice within such thirty (30) day period or fails to diligently defend the Third Party Claim at any time. The Indemnifying Party shall be responsible for satisfying and discharging any award made to or settlement reached with the Third Party pursuant to the terms of this Agreement. The Indemnifying Party shall retain counsel reasonably acceptable to the Indemnified Party (such acceptance not to be unreasonably delayed or denied) to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In case any claimsuch proceeding, demand or deficiency (a “Claim”) is asserted or any action is commenced or notice is given of any administrative or other proceeding against a party hereto (“the Indemnified Party”) in respect , at its sole expense, shall have the right to retain its own counsel, provided that if the Indemnified Party assumes the defense of which indemnity properly sought against the other party (“Indemnitor”) a Third Party Claim pursuant to this AgreementSection 17.3.2, the Indemnifying Party shall be responsible for such expenses. Neither Party shall settle any Third Party Claim without the prior written consent of the other Party, which consent shall not be unreasonably delayed or denied. The Indemnified Party shall give prompt notice thereof cooperate in writing to Indemnitor. Within 30 days after receipt of such notice (or prior to such earlier date as any answer all reasonable respects in any administrative or other proceeding is due), Indemnitor may give Indemnified Party written notice of its election to conduct the defense of such Claim at its own expense (and any separate counsel engaged by Indemnified Third Party shall be at its expense). If Indemnitor has given Indemnified Party such notice of election to conduct the defense, Indemnified Party shall nevertheless have the right to participate in the defense thereof, but such participation shall be solely at its expense. If Indemnitor shall not notify Indemnified Party in writing (within the time hereinabove provided) of its election to conduct the defense of such Claim, Indemnified as requested by the Indemnifying Party may (but need not) conduct (and at the expense of Indemnitor) the defense of any ClaimIndemnifying Party. The party assuming Indemnifying Party shall not, without the defense written consent of a Claim hereunder the Indemnified Party (the “Defending Party”) which consent shall notify the other party of its intention to settlenot be unreasonably delayed or denied), compromise or satisfy effect any such Claim and may make such settlement, compromise or satisfaction unless such other party (the “Assuming Party”) shall notify the Defending Party in writing (within 30 days after receipt of such notice of intention to settle, compromise or satisfy) of its election to assume (at its sole expense) the defense settlement of any such Claim and promptly thereafter take appropriate action to implement Third Party Claim, unless such defense. The Assuming Party shall indemnify the Defending Party and hold it harmless against any losses in excess settlement includes an unconditional release of the amount of losses the Defending Party would have incurred if the proposed settlement had been agreed to. Indemnified Party shall cooperate with Indemnitor in any defense, at Indemnitor’s cost, from all liability and Indemnified Party shall provide reasonable access to, and copies of, records requested by Indemnitor and shall provide the reasonable assistance of Indemnified Party’s employees in connection with any defenseobligations relating to such Claims.