Common use of Defense of Claims Clause in Contracts

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "“Indemnitee"”): (i) shall provide the other party or parties (the "“Indemnitor"”) written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's ’s rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party 6.5.1. In connection with any claim which may give rise to indemnity under this Section 6 resulting from or parties (the "Indemnitor") written notice arising out of any claim or action proceeding against an Indemnitee by a third Person that is not a party for which an to this Lease, Indemnitor may be liable under (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the terms of this Agreement, within ten (10) days after such claim or action arises and is known to relevant Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liabilityproceeding if Indemnitor acknowledges to Indemnitee Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through written agreement of the parties) and provides assurances, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate Indemnitor will be financially able to satisfy the amount of such claim in full if such defense at their own expense, and the claim or proceeding is decided adversely. 6.5.2. If Indemnitor shall, in any event, have the right to control assumes the defense of the any such claim or action. The failure of an proceeding, Indemnitor shall select counsel reasonably acceptable to Indemnitee to give conduct the defense of such claim or proceeding, shall take all steps reasonably necessary in the defense or settlement thereof, shall at all times diligently and promptly pursue the resolution thereof, and shall bear all costs and expenses in connection with defending against such claim or proceeding. If Indemnitor shall have assumed the defense of any notice required by claim or proceeding in accordance with this Section shall not affect any of such party's rights under this Section or otherwise6.5, except and Indemnitor may consent to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense a settlement of, or if after so assuming it shall fail to defendthe entry of any judgment arising from, any such claim or actionproceeding only with the prior written consent of Indemnitee, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld, conditioned or delayed; provided, howeverthat Indemnitor shall pay or cause to be paid all amounts arising out of such settlement or judgment either concurrently with the effectiveness thereof or shall obtain and deliver to Indemnitee prior to the execution of such settlement a general release executed by the Person not a party hereto, which general release shall release Indemnitee from any liability in such matter; provided, further, that Indemnitor shall not be authorized to encumber any of the assets of Indemnitee or to agree to any restriction that would apply to Indemnitee or to its conduct of business; provided, further, that a condition to any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails a complete release of Indemnitee and its Affiliates, trustees, officers, employees, consultants and agents with respect to object thereto, by written notice such claim. Indemnitee shall be entitled to the Indemnitee, within fifteen participate in (15but not control) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of their Affiliates, officers, employees, consultants and agents to, cooperate fully with Indemnitor in the defense of any claim or proceeding being defended by Indemnitor pursuant to this Section 6.5. 6.5.3. If Indemnitor does not assume the defense of any claim or proceeding resulting therefrom in accordance with the terms of this Section 6.5, Indemnitee may defend against such claim or proceeding in such manner as it may deem appropriate, including settling such claim or proceeding after giving notice of the same to Indemnitor, on such terms as Indemnitee may deem appropriate. If Indemnitor seeks to question the manner in which Indemnitee defended such claim or proceeding or the amount of or nature of any such settlement, Indemnitor shall forthwith pay have the burden to prove by a preponderance of the evidence that Indemnitee did not defend such judgment claim or discharge such lien before any Indemnitee is compelled to do soproceeding in a reasonably prudent manner.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "IndemniteeINDEMNITEE"): (i) shall provide the other party or parties (the "IndemnitorINDEMNITOR") written notice of any claim or action by a third party arising after the Closing Date for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): Unless and until the Indemnifying Party (i) shall provide the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, acknowledges in writing its obligation within ten (10) calendar days after such claim of the Indemnitee’s notice of a claim, suit, action or action arises and is known to Indemniteeproceeding, and (ii) assumes control of the defense of such claim, suit, action or proceeding in accordance with Section 9.03(b), the Indemnitee shall give have the Indemnitor a right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any claim, action, suit or proceeding by any third party alleged or asserted against such Indemnitee in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable opportunity costs and expenses thereof shall be subject to participate the indemnification obligations of the Indemnifying Party hereunder. (b) Upon acknowledging in any proceedings writing its obligation to indemnify an Indemnitee to the extent required pursuant to this Article IX and paying all reasonable costs incurred by such Indemnitee in its defense, including reasonable attorney’s fees, the Indemnifying Party shall be entitled, at its option (subject to Section 9.03(d)), to assume and control the defense of such claim, action, suit or proceeding at its expense with counsel of its selection, subject to the prior reasonable approval of the Indemnitee. (c) Neither the Indemnifying Party nor the Indemnitee shall be entitled to settle or defend compromise any such claim claim, action, suit or proceeding without the prior written consent of the other; provided, however, that such consent shall not be unreasonably withheld. (d) Following the acknowledgment of the indemnification and the assumption of the defense by the Indemnifying Party pursuant to Section 9.03(b), the Indemnitee shall have the right to employ its own counsel and such counsel may participate in such action. The , but the fees and expenses of all proceedings, contests or lawsuits with respect to such claims or actions counsel shall be borne at the expense of such Indemnitee, when and as incurred, unless: (i) the employment of counsel by such Indemnitee has been authorized in writing by the Indemnitor. If Indemnifying Party; (ii) the Indemnitor wishes Indemnitee shall have reasonably concluded and specifically notified the Indemnifying Party that there may be a conflict of interest between the Indemnifying Party and the Indemnitee in the conduct of the defense of such action; (iii) the Indemnifying Party shall not in fact have employed independent counsel reasonably satisfactory to the Indemnitee to assume the defense of such claim action and shall have been so notified by the Indemnitee; (iv) the Indemnitee shall have reasonably concluded and specifically notified the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party or that such claim, action, the Indemnitor shall give written notice to suit or proceeding involves or could have a material adverse effect upon the Indemnitee beyond the scope of this Agreement; or (v) the Indemnifying Party shall not have taken reasonable steps necessary to defend diligently such action within ten twenty (1020) calendar days after receiving notice from the Indemnitee that the Indemnitee believes the Indemnifying Party has failed to take such steps. If clause (ii), (iii), (iv) or (v) of such claim or actionthe preceding sentence shall be applicable, and then counsel for the Indemnitor Indemnitee shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control direct the defense of such claim, action, suit or proceeding on behalf of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any and the reasonable fees and disbursements of such party's rights under this Section counsel shall constitute indemnifiable legal or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitorother expenses hereunder. (be) If the Indemnitor shall not assume amount of any Indemnifiable Loss incurred by an Indemnitee, at any time subsequent to the defense ofmaking of an indemnity payment by an Indemnifying Party in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or if after so assuming it shall fail pursuant to defendany claim, any such claim recovery, settlement or action, the Indemnitee may defend payment by or against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalother entity, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expensessuch reduction, legal and otherwiseless any costs, expenses or premiums incurred in connection therewith (together with interest thereon from the date of payment thereof at the Prime Rate) shall promptly be repaid by the Indemnitee in connection with to the defense and settlement of such claim Indemnifying Party. In the event that the claim, demand or action. (c) If suit giving rise to an Indemnifiable Loss is ultimately adjudicated, if a non-appealable judgment is rendered against any Final Order confirms that the Indemnitee in any action covered by the was not entitled to indemnification hereunder, or any lien attaches to any then the amount advanced by the Indemnifying Party in respect of such Indemnifiable Loss (together with interest thereon from the assets date of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, payment thereof at the expense and direction of Prime Rate) shall promptly be paid by the Indemnitor, an appeal is taken under which Indemnitee to the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soIndemnifying Party.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action by a third party arises after the Closing Date for which an Indemnitor is or may be liable under the terms of this Agreement, then the Indemnitee shall notify the Indemnitor within ten thirty (1030) days after such claim or action arises and is known to the Indemnitee (provided, however, that failure to provide such notice will not affect the Indemnitee’s rights to indemnity hereunder from Indemnitor, unless the Indemnitee can show actual material prejudice resulting from such failure and (iithen only to the extent of such actual material prejudice) and shall give the Indemnitor a reasonable opportunity opportunity: (i) to participate take part in any examination of any books and records; (ii) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee; (iii) to take all other required steps or proceedings to settle or defend any such claim or action. The expenses ; and (iv) to employ counsel to contest any such claim or action in the name of all proceedings, contests the Indemnitee or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. otherwise (except as set forth below in Section 8.7(b)). (b) If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor it shall give written notice of such intention to the Indemnitee within ten (10) days after Indemnitor first receives written notice from the Indemnitee of such claim or actionClaim, and the thereafter Indemnitee shall permit, and Indemnitor shall thereafter assume assume, the defense of any such claim or liabilityaction, through counsel reasonably satisfactory to the Indemnitee. Notwithstanding the foregoing, provided that the Indemnitee may participate in such defense of such claim or action (with one or more counsel of its own choice) at their its own expense, provided, however, that if the parties to any such claim or action (including any impleaded parties) include both the Indemnitor and the Indemnitee, and the Indemnitor shallshall have been advised in writing by counsel for the Indemnitee that there may be one or more defenses available to the Indemnitee that are not available to the Indemnitor or legal conflicts of interest pursuant to applicable rules of professional conduct between the Indemnitor and the Indemnitee, in any event, the Indemnitor shall not have the right to control assume the defense of the such claim or action. The failure action on behalf of an the Indemnitee to give any notice required and the fees and expenses of one such separate counsel employed by this Section the Indemnitee shall not affect any of such party's rights under this Section or otherwise, except and to be at the extent that such failure is actually prejudicial to the rights or obligations expense of the Indemnitor. (bc) If the Indemnitor shall not assume the defense of, of any claim or if action within ten (10) days after so assuming it shall fail to defend, any Indemnitor first receives written notice of such claim or action, the Indemnitee may defend against any such claim or action in such manner as they it may deem appropriate (provided that the Indemnitor may participate in such defense at its own expense) and a recovery against the Indemnitees may settle Indemnitee in such claim or litigation on action for damages suffered by it in good faith, shall be conclusive in its favor against the Indemnitor. (d) The Indemnitor shall not, without the written consent of the Indemnitee, settle or compromise any claim or action or consent to the entry of any judgment with respect thereto which does not include, as an unconditional term thereof, the giving to the Indemnitee a release by all other participants from all liability in respect of such terms as they may deem appropriate but claim or action. Unless the Indemnitor shall have elected not to assume the defense of any claim subject to Article VIII or, after reasonable written notice of any claim or action that is subject to the indemnification provisions of this Article VIII shall have failed to assume or participate in the defense thereof, the Indemnitee may not settle or compromise such claim or action without the written consent of the Indemnitor's approval, such approval consent not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen . (15e) days after the Indemnitor's receipt Upon determination of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the due to an Indemnitee (“Indemnification Amount”) in connection with any matter for which indemnification is sought under this Article VIII (“Indemnification Matter”) (whether by agreement between the defense Indemnitor and the Indemnitee or after a settlement of such claim agreement is executed or action. (c) If a non-appealable final judgment or order is rendered against any Indemnitee in any action covered by an arbitrator or court of competent jurisdiction with respect to the indemnification hereunder, or any lien attaches to any of the assets of any of the IndemniteeIndemnification Matter), the Indemnitor shall immediately upon promptly (and in any event, not later than 10 days after such entry or attachment determination) pay such judgment the Indemnification Amount, in cash, to the Indemnitee. Any Indemnification Amount that is not paid in full or discharge within 10 days after final determination of the Indemnification Amount as set forth above, such lien unless, unpaid amount shall thereafter accrue interest through the date of payment at the expense and direction prime rate as reported in The Wall Street Journal, Eastern Edition for the date of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a such final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do sodetermination.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of any claim or action by a third party arising after the Closing Date for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party In connection with any claim which may give rise to indemnity under this Article 9 resulting from or parties (the "Indemnitor") written notice arising out of any claim or action proceeding against an Indemnitee by a third person that is not a party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or actionhereto, the Indemnitor Indemnifying Party shall give (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or actionrelevant Indemnitee, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through proceeding. The Indemnifying Party shall select counsel reasonably satisfactory acceptable to the Indemnitee, provided that such Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control conduct the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee proceeding, shall take all steps necessary in any action covered by the indemnification hereunder, defense or any lien attaches to any of settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the assets of any prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnitor shall immediately upon such entry Indemnifying Party will not enter into any settlement of, or attachment pay such judgment in full any claim or discharge such lien unless, at proceeding which would lead to liability or create any financial or other obligation on the expense and direction part of the Indemnitor, an appeal is taken under Indemnitee for which the execution Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the judgment Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or satisfaction any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the lien Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or defend such claim or proceeding within a reasonable period of time after notice is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled provided pursuant to do soSection 9.4.

Defense of Claims. In connection with any claim that may give rise to indemnity under this Section 4.4 resulting from or arising out of any claim against an Indemnitee by a Person that is not a party hereto (a) Each party seeking indemnification hereunder (an "Indemnitee"): a “Third Party Claim”), Indemnitor will have the right, but not the obligation, to assume the defense, compromise and settlement of such claim through counsel of its own choosing, by notifying the Indemnitee within 15 calendar days after Indemnitor’s receipt of the applicable Notice of Claim; provided, however, that (i) the counsel for Indemnitor who shall provide conduct the other party or parties (the "Indemnitor") written notice defense, compromise and settlement of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that (ii) the Indemnitee may participate in such defense shall have the right, at their its own expense, to participate in the defense of such claim and to employ counsel, separate from the counsel employed by Indemnitor, (iii) the Indemnitee shall cooperate in all reasonable respects with Indemnitor in connection with the defense, compromise and settlement of such claim, (iv) Indemnitor shall not consent to the entry of a judgment or enter into a compromise or settlement of any such claim which is subject to indemnification by Indemnitor hereunder, except with the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld) and the inclusion of an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (v) if the named parties to any Action (including any impleaded parties) include both Indemnitor shalland the Indemnitee, and the Indemnitee has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to Indemnitor, the Indemnitee shall be entitled, at the expense of Indemnitor, to separate counsel of its own choosing (provided further that the Indemnitee shall not consent to the entry of a judgment or enter into a compromise or settlement of any eventsuch claim, except with the prior written consent of Indemnitor, which consent shall not be unreasonably withheld). If Indemnitor fails to assume the defense, compromise and settlement of such claim within 15 calendar days after Indemnitor’s receipt of the applicable Notice of Claim, the Indemnitee (upon delivering written notice to Indemnitor to such effect) shall have the right to control undertake, at Indemnitor’s expense, the defense of the claim defense, compromise or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any settlement of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations claim on behalf of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that the Indemnitee shall not consent to the entry of a judgment or enter into a compromise or settlement of any such settlement claim, except with the prior written consent of Indemnitor (which shall not be deemed approved by unreasonably withheld). In the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse event that the Indemnitee for the amount of all expensesassumes that defense, legal and otherwise, incurred by the Indemnitee in connection with the defense compromise and settlement of such claim, the Indemnitee shall keep Indemnitor reasonably informed of the progress of any such defense, compromise or settlement. Indemnitor shall be liable for any compromise or settlement of any claim effected pursuant to and in accordance with this Section 4.4 and for any final judgment (subject to any right of appeal) and Indemnitor agrees to indemnify and hold harmless (subject to the terms and conditions of Section 4.4(a) or action. (c4.4(b) If a non-appealable judgment is rendered above, as applicable) the Indemnitee from and against any Indemnitee Damages by reason of such compromise, settlement or judgment. Nothing contained in any action covered by this Section 4.4(e) shall affect or otherwise modify the indemnification hereunder, terms and conditions of Sections 4.4(a) or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so4.4(b).

Defense of Claims. (a) Each party seeking indemnification hereunder (an "“Indemnitee"”): (i) shall provide the other party or parties (the "“Indemnitor"”) written notice of any claim or action by a third party arising after the Closing Date for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's ’s approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's ’s receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party A Buyer Indemnitee seeking indemnification hereunder (an "Indemnitee"): hereunder: (i) shall provide the other party or parties (the "Indemnitor") Company written notice of any claim or action by a third party for which an Indemnitor the Company may be liable under the terms of this Agreement, within ten thirty (1030) days after such claim or action arises and is known to the Buyer Indemnitee, and (ii) shall give the Indemnitor Company a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the IndemnitorCompany. If the Indemnitor Company wishes to assume the defense of such claim or action, the Indemnitor Company shall give written notice to the Buyer Indemnitee within ten (10) days after notice from the Buyer Indemnitee of such claim or action, and the Indemnitor Company shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Buyer Indemnitee, provided that the Buyer Indemnitee may participate in such defense at their own expense, and the Indemnitor Company shall, in any event, have the right to control the defense of the claim or action. The failure of an the Buyer Indemnitee to give any notice required by this Section shall not affect any of such party's ’s rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the IndemnitorCompany. (b) If the Indemnitor Company shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Buyer Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees Buyer Indemnitee may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's Company’s approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor Company if the Indemnitor Company fails to object thereto, by written notice to the Buyer Indemnitee, within fifteen (15) days after the Indemnitor's Company’s receipt of a written summary of such settlement. The Indemnitor Company shall promptly reimburse the Buyer Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Buyer Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Buyer Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the IndemniteeBuyer Indemnitees, the Indemnitor Company shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the IndemnitorCompany, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor Company shall forthwith pay such judgment or discharge such lien before any Buyer Indemnitee is compelled to do so.

Defense of Claims. This section sets forth, among other things, those circumstances in which the Indemnitor shall have the right to assume and control the defense of an indemnified Third Party Claim and those in which the Indemnitee shall have such right. Upon receipt of a Claim Notice from an Indemnitee with respect to any Third Party Claim, the Indemnitor shall have the right to assume and control the defense thereof (aand any related settlement negotiations) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide with counsel selected by the other party or parties Indemnitor and reasonably satisfactory to such Indemnitee (the "Indemnitor's Counsel"). The Indemnitee shall cooperate in all reasonable respects in such defense. The Indemnitee shall have the right to employ separate counsel at such Indemnitee's expense in any action or claim and to participate in the defense thereof, including, without limitation, in any situation in which one or more defenses or one or more counterclaims available to the Indemnitee conflict with one or more defenses or one or more counterclaims available to the Indemnitor. Anything to the contrary in this Section 8.4 notwithstanding, the Indemnitor shall not be entitled to control the defense of such Third Party Claim (but shall be entitled to participate at its own expense in the defense thereof) written notice and the Indemnitee shall have the right to assume and control the defense or settlement thereof with counsel of any claim or action by a third party for which an its own choosing reasonably satisfactory to the Indemnitor may be liable under (reasonable fees and expenses of such counsel being at the terms expense of this Agreementthe Indemnitor), if: (i) the Indemnitor does not notify the Indemnitee within ten thirty (1030) days after such claim or action arises and is known to Indemnitee, and (ii) shall give receipt of the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses Claim Notice of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes its intention to assume the defense of such claim Third Party Claim, (ii) such Third Party Claim seeks an order, injunction, non-monetary or actionother equitable relief against the Indemnitee which, if successful, could result in a Material Adverse Effect upon the business, financial condition, results of operations or assets of the Indemnitee, or (iii) the Indemnitor does not, or is unable to, fund the defense of such Third Party Claim in the manner requested by Indemnitor's Counsel. With respect to any settlement of such Third Party Claim, the Indemnitor Indemnitee shall give send a written notice to the Indemnitee within ten (10) days after notice from the Indemnitee Indemnitor of such claim or action, and the Indemnitor shall thereafter assume the defense any proposed settlement of any such claim or liabilityclaim, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and which settlement the Indemnitor shallmay reject, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemniteeits reasonable judgment, within fifteen thirty (1530) days after the Indemnitor's of receipt of a written summary of such settlement. The Indemnitor Failure to reject such notice within such thirty-day period shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement be deemed an acceptance of such claim or actionnotice and proposed settlement. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (Upon receipt of a Claim Notice from an "Indemnitee"): (i) shall provide Indemnitee with respect to any Third-Party Claim, the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under assume the terms of this Agreement, within ten (10) days after defense thereof with counsel reasonably satisfactory to such Indemnitee and the Indemnitee shall cooperate in all reasonable respects in such defense. The Indemnitee shall have the right to employ separate counsel in any action or claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings the defense thereof, provided that the fees and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions counsel employed by the Indemnitee shall be borne at the expense of the Indemnitor only if such counsel is retained pursuant to the second succeeding sentence or if the employment of such counsel has been specifically authorized by the Indemnitor. The Indemnitor may conduct such defense in the name of or on behalf of the Indemnitee or Indemnitor and shall have full authority and control with respect thereto, including the settlement thereof. If the Indemnitor wishes does not notify the Indemnitee within 60 days after receipt of the Claim Notice that it elects to undertake the defense thereof, the Indemnitee shall have the right to defend at the expense of the Indemnitor the claim with counsel of its choosing, subject to the right of the Indemnitor to assume the defense of any claim at any time prior to settlement or final determination thereof. In such claim or actionevent, the Indemnitor Indemnitee shall give send a written notice to the Indemnitee Indemnitor of any proposed settlement of any claim, which settlement the Indemnitor may reject, in its reasonable judgment, within ten (10) 30 days after notice from receipt of such notice. Failure to reject such settlement within such 30-day period shall be deemed an acceptance of such settlement. In the event the Indemnitor rejects such settlement, the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of settle the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to over the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction objection of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, unless the Indemnitor shall forthwith pay such judgment or discharge such lien before any assumes the defense from the Indemnitee is compelled to do soupon rejecting the settlement.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be instituted, ----------------- or parties (the "Indemnitor") written notice of any claim or action by a third party for demand made, against any Indemnified Party in respect of which an Indemnitor Sellers may be liable under hereunder, such Indemnified Party shall give prompt written notice thereof to Sellers and, except as otherwise provided in Section ------- 8.3 below, Sellers shall have the terms right to defend, or cause the Companies or its --- successors to defend, any litigation, action, suit, demand, or claim for which it may seek indemnification unless, in the reasonable judgment of this AgreementGlobal, within ten (10) days after such claim litigation, action, suit, demand, or action arises and is known to Indemniteeclaim, or the resolution thereof, would have an ongoing effect on Global, the Companies or its successors, and (ii) such Indemnified Party shall give extend reasonable cooperation in connection with such defense, which shall be at Sellers' expense. In the Indemnitor event Sellers fail or refuse to defend the same within a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses length of all proceedingstime, contests or lawsuits with respect to such claims or actions the Indemnified Parties shall be borne by entitled to assume the Indemnitordefense thereof, and Sellers shall be jointly and severally liable to repay the Indemnified Parties for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If Sellers shall not have the Indemnitor wishes right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sentences, the Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the absolute right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to settle, in their sole discretion and without the extent that consent of Sellers, such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense oflitigation, action, suit, demand, or if after so assuming it claim, but Sellers shall fail be entitled, at their own expense, to defendparticipate in such litigation, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalsuit, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderdemand, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soclaim.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action by a third party arises after the Closing Date and during the Survival Period (as defined in Section 10.1 below) for which an Indemnitor (a) Sellers may be liable under the terms to any Purchaser Indemnitee, or (b) Purchaser or Parent may be liable to any Seller Indemnitee (for purposes of this AgreementSection 9.3, Purchaser Indemnitees and Seller Indemnitees are sometimes referred to as "Indemnitee(s)" and, Sellers, Parent and Purchaser are sometimes referred to as "Indemnitor(s)", in each case, as the context requires), then in such event the affected Indemnitee(s) shall notify their Indemnitor(s) within ten (10) days a reasonable time after such claim or action arises and is known to Indemniteesuch Indemnitee(s), and shall give such Indemnitor(s) a reasonable opportunity: (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend Indemnitee(s); (ii) shall give the Indemnitor a reasonable opportunity to participate in any take all other required steps or proceedings and to settle or defend any such claim or action; and (iii) to employ counsel to contest any such claim or action in the name of Indemnitee(s) or otherwise. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the IndemnitorIndemnitor(s). If the Indemnitor wishes Indemnitor(s) wish to assume the defense of such claim or action, the Indemnitor then Indemnitor(s) shall give written notice to the Indemnitee Indemnitee(s) within ten twenty (1020) days after notice from the Indemnitee Indemnitee(s) of such claim or actionaction (unless the claim or action reasonably requires a response in less than twenty (20) days after the notice is given to the Indemnitor(s), in which event they shall notify Indemnitee(s) at least five (5) days prior to such reasonably required response date), which notice shall constitute an acknowledgement by Indemnitor(s) that it shall provide indemnification in accordance with the requirements provided herein, and the Indemnitor Indemnitor(s) shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, Indemnitee(s); provided that Indemnitee Indemnitee(s) may participate in such defense at their own expense, and the Indemnitor provided, further, that Indemnitor(s) shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee action unless: (y) Indemnitor fails, upon Indemnitee's written request, to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and provide reasonable assurance to the extent that such failure is actually prejudicial Indemnitee of Indemnitor's financial capacity (including the right of Indemnitor to the rights call upon its members pursuant to any guaranty or obligations of the Indemnitor. (bsimilar agreement) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any defend such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderproceeding, or (z) the relief requested includes any lien attaches to any of injunctive or similar relief which, if enforced against the assets of any of the IndemniteeCompany, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense would have a direct and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soMaterial Adverse Effect.

Defense of Claims. 8.2.1. Against any Buyer Indemnified Party. If any legal proceeding shall be instituted, or any claim or demand made, against any Buyer Indemnified Party in respect of which Seller may be liable hereunder, such Buyer Indemnified Party shall give prompt written notice (an “Indemnity Notice”) thereof to Seller and, except as otherwise provided in Section 8.3 below, Seller shall have the right to defend, or cause the Company or its successors to defend, any litigation, action, suit, demand, or claim for which such Buyer Indemnified Party may seek indemnification and such Buyer Indemnified Party shall extend reasonable cooperation in connection with such defense, which shall be at Seller’ expense; provided that, if in the reasonable judgment of Buyer, such litigation, action, suit, demand, or claim, or the resolution thereof, would have a material ongoing effect on Buyer, the Company or its successors, Buyer shall have the right to defend any litigation, action, suit, demand, or claim for which such Buyer Indemnified Party may seek indemnification, and Seller shall extend reasonable cooperation in connection with such defense. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) In the event Seller fail or refuse to defend the same within a reasonable length of time, Buyer Indemnified Parties shall provide be entitled to assume the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may defense thereof, and Seller shall be liable under to repay Buyer Indemnified Parties for all reasonable expenses incurred in connection with said defense (including reasonable attorneys’ fees and settlement payments) if it is determined that such request for indemnification was proper. (b) If Seller shall not have the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sections, Buyer Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the absolute right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that settle, in Buyer Indemnified Parties’ reasonable discretion such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense oflitigation, action, suit, demand, or if after so assuming it claim, but Seller shall fail be entitled, at their own expense, to defendparticipate in such litigation, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalsuit, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderdemand, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soclaim.

Defense of Claims. (a) Each party seeking indemnification hereunder (The Indemnifying Party shall have 30 business days after receipt of the Litigation Notice to notify the Claimant that it acknowledges its obligation to indemnify and hold harmless the Claimant with respect to the Indemnity Loss set forth in the Litigation Notice and that it elects to conduct and control any legal or administrative action or suit with respect to an "Indemnitee"): (i) shall provide the other party or parties indemnifiable claim (the "IndemnitorElection Notice") written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor). If the Indemnitor wishes Indemnifying Party fails to assume give a Disagreement Notice or does not give the defense of such claim or actionforegoing Election Notice, the Indemnitor Claimant shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control defend, contest, settle, or compromise such action or suit in the defense exercise of its exclusive discretion. If the claim or action. The failure Indemnifying Party gives the foregoing Election Notice, the Indemnifying Party shall have the right to undertake, conduct, and control, through counsel of an Indemnitee to give any notice required by this Section shall not affect any its own choosing and at its sole expense, the conduct and settlement of such party's rights under this Section action or otherwisesuit, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to Claimant shall cooperate with the Indemnitor's approval, such approval not to be unreasonably withheldIndemnifying Party in connection therewith; provided, however, that (a) the Indemnifying Party shall not thereby consent to the imposition of any injunction against the Claimant, or pay or settle any action or suit that affects the Claimant, any Seller or any Buyer, without the written consent of the Claimant which consent shall not be unreasonably withheld; (b) the Indemnifying Party shall permit the Claimant to participate in such conduct or settlement through counsel chosen by the Claimant, but the fees and expenses of such counsel shall be deemed approved borne by the Indemnitor if Claimant except as provided in clause (c) below; (c) upon a final determination of such action or suit, the Indemnitor fails to object theretoClaimant, by written notice to the Indemniteeextent required under and in accordance with this Article XII, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee be paid for the full amount of all expenses, legal and otherwise, any Indemnity Loss incurred by the Indemnitee in connection with Claimant except for fees and expenses of counsel that the defense Claimant incurred after the assumption of the conduct and settlement control of such claim action or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered suit by the indemnification hereunder, Indemnifying Party in good faith; and (d) the Claimant shall have the right to pay or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in settle any such actionaction or suit, provided that in such event the Indemnitor Claimant shall forthwith pay such judgment or discharge such lien before waive any Indemnitee is compelled right to do soindemnity therefor by the Indemnifying Party and no amount in respect thereof shall be claimed as an Indemnity Loss under this Article XII.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) In any legal proceeding shall provide the other party be instituted, or parties (the "Indemnitor") written notice of ----------------- any claim or action by a third party for demand made, against any Indemnified Party in respect of which an Indemnitor Sellers may be liable under hereunder, such Indemnified Party shall give prompt written notice thereof to Sellers and, except as otherwise provided in Section ------- 8.4 below. Sellers shall have the terms right to defend, or cause the Companies or --- other successors to defend, any litigation, action, suit, demand, or claim for which it may seek indemnification unless, in the reasonable judgment of this AgreementGlobal, within ten (10) days after such claim litigation, action, suit, demand, or action arises and is known to Indemniteeclaim, or the resolution thereof, would have an ongoing effect on Global, the Companies or their successors, and (ii) such Indemnified Party shall give extend reasonable cooperation in connection with such defense, which shall be at Seller's expense. In the Indemnitor event Sellers fail or refuse to defend the same within a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses length of all proceedingstime, contests or lawsuits with respect to such claims or actions the Indemnified Parties shall be borne by entitled to assume the Indemnitordefense thereof, the Sellers shall be jointly and severally liable to repay the Indemnified Parties for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If Sellers shall not have the Indemnitor wishes right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sentences, the Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the absolute right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to settle, in their sole discretion and without the extent that consent of Sellers, such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense oflitigation, action, suit, demand, or if after so assuming it claim but Sellers shall fail be entitled, at their own expense, to defendparticipate in such litigation, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalsuit, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderdemand, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soclaim.

Defense of Claims. Within ten (10) business days of receipt by a Party of any claim asserted by any third party, or any action commenced by any third party involving any claim, liability or obligation within the scope of any of the indemnifications required to be provided pursuant to Section 21 or Section 22 hereof by one of the Parties to this Agreement, the Party receiving such claim shall give written notice thereof to the other Party, and the Party required to make indemnification hereunder (the “Indemnitor”) shall defend or otherwise protect such claim at its own cost and expense and with counsel of its own choice, and shall pay any judgments rendered; provided, however, that the other Party (the “Indemnitee”) may participate in the defense with counsel of its own choice, the fees and expenses of which counsel shall be paid by the Indemnitee unless (a) Each party seeking indemnification hereunder the Indemnitor has agreed to pay such fees and expenses, (an "Indemnitee"): b) the Indemnitor has failed to assume the defense of such action, or (ic) shall provide the named parties to any such action (including any impleaded parties) include both the Indemnitee and Indemnitor and either the Indemnitor or the Indemnitee has been advised by counsel in writing that there will be one or more legal defenses available to it that are different from or additional to those available to the other party Party (in which case, if the Indemnitee informs the Indemnitor in writing that it elects to employ separate counsel at the expense of the Indemnitor, the Indemnitor shall not have the right to assume the defense of such action on behalf of the Indemnitee, it being understood, however, that the Indemnitor shall not, in connection with any one action or parties (separate but substantially similar or related actions in the "Indemnitor") written notice same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one firm of attorneys at any time for the Indemnitee, which firm shall be designated in writing by the Indemnitee). In the event that the Indemnitor shall fail to notify the Indemnitee that the Indemnitor will defend any such suit, proceeding, claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreementdemand, within ten (10) calendar days after such claim or action arises the notice thereof has been given to it, the Indemnitee shall have the right to defend the same and is known to Indemniteeobtain payment from the Indemnitor for its reasonable costs and expenses (including attorney's fees) in connection therewith, and (ii) shall give the Indemnitor a reasonable opportunity to participate in for any proceedings and to settle judgments recovered against it or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne settlements made by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or actionIndemnitee; provided that, the Indemnitor shall give written notice have no indemnification obligations with respect to the Indemnitee within ten (10) days after notice from the Indemnitee of such any suit, proceeding, claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided demand that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred settled by the Indemnitee in connection with without the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any prior written consent of the assets of any of the Indemnitee, the Indemnitor (which consent shall immediately upon such entry not be unreasonably withheld or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do sodelayed).

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written Upon receipt by Indemnitor of a notice of from Indemnitee with respect to any claim or action by of a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to against Indemnitee, and acknowledgment by Indemnitor (iiwhether after resolution of a dispute or otherwise) shall give the Indemnitor a reasonable opportunity of Indemnitee's right to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits indemnification hereunder with respect to such claims claim, Indemnitor shall assume the defense of such claim with counsel reasonably satisfactory to Indemnitee and Indemnitee shall cooperate to the extent reasonably requested by Indemnitor in defense or actions prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be borne reasonably requested by the IndemnitorIndemnitor in connection therewith. If the Indemnitor wishes shall acknowledge Indemnitee's right to indemnification and elect to assume the defense of such claim or actionclaim, Indemnitee shall have the Indemnitor shall give written notice right to employ its own counsel in any such case, but the Indemnitee within ten (10) days after notice from the Indemnitee fees and expenses of such claim or action, and counsel shall be at the expense of Indemnitee. If Indemnitor shall thereafter assume has assumed the defense of any such claim or liability, through counsel reasonably satisfactory to the against Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, shall have the right to control the defense of the settle any claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwisefor which indemnification has been sought and is available hereunder; provided that, except and to the extent that such failure is actually prejudicial settlement requires Indemnitee to the rights take, or obligations of the Indemnitor. (b) If the prohibits Indemnitee from taking, any action or purports to obligate Indemnitee, then Indemnitor shall not settle such claim without the prior written consent of Indemnitee. If Indemnitor does not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The third party claim and disputes Indemnitee's right to indemnification, Indemnitor shall promptly reimburse have the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee right to participate in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any through counsel of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unlessits choice, at Indemnitor's expense, and Indemnitee shall have control over the expense litigation and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any authority to resolve such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled claim subject to do sothis Section 8.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be instituted, ----------------- or parties (the "Indemnitor") written notice of any claim or action by a third party for demand made, against any Indemnified Party in respect of which an Indemnitor Seller may be liable under hereunder, such Indemnified Party shall give prompt written notice thereof to Seller and, except as otherwise provided in Section 8.4 below, ----------- Seller shall have the terms right to defend, or cause the Company or its successors to defend, any litigation, action, suit, demand, or claim for which it may seek indemnification unless, in the reasonable judgment of this AgreementGlobal, within ten (10) days after such claim litigation, action, suit, demand, or action arises and is known to Indemniteeclaim, or the resolution thereof, would have an ongoing effect on Global, the Company or its successors, and (ii) such Indemnified Party shall give extend reasonable cooperation in connection with such defense, which shall be at Seller's expense. In the Indemnitor event Seller fails or refuses to defend the same within a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses length of all proceedingstime, contests or lawsuits with respect to such claims or actions the Indemnified Parties shall be borne by entitled to assume the Indemnitordefense thereof, and Seller shall be liable to repay the Indemnified Parties for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If Seller shall not have the Indemnitor wishes right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sentences, the Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the absolute right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to settle, in their sole discretion and without the extent that consent of Seller, such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense oflitigation, action, suit, demand, or if after so assuming it claim, but Seller shall fail be entitled, at his own expense, to defendparticipate in such litigation, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalsuit, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderdemand, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soclaim.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide The Mortgagor will notify the other party or parties (Administrative Agent and the "Indemnitor") written notice Lenders, in writing, promptly of the commencement of any claim legal proceedings affecting the lien or action by a third party for which an Indemnitor may be liable under security interest hereof or the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderMortgaged Property, or any lien attaches part thereof, and will take such action, employing attorneys agreeable to any of the assets of any of Administrative Agent, as may be necessary or appropriate to preserve the IndemniteeMortgagor’s, the Indemnitor shall immediately upon Trustee’s, the Administrative Agent’s and the Lenders’ rights affected thereby and/or to hold harmless the Trustee, the Administrative Agent and the Lenders in respect of such entry proceedings; and should the Mortgagor fail or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in refuse to take any such action, the Indemnitor Administrative Agent may, upon giving prior written notice thereof to the Mortgagor, take such action in behalf and in the name of the Mortgagor and at the Mortgagor’s expense. Moreover, the Administrative Agent, or the Trustee on behalf of the Administrative Agent and the Lenders, may take such independent action in connection therewith as it or they may in its or their discretion deem proper, the Mortgagor hereby agreeing that all sums advanced or all expenses incurred in such actions plus interest at the Default Rate until paid, will, on demand, be reimbursed, as appropriate, to the Administrative Agent, the Trustee, the Lenders, or any receiver appointed hereunder. The obligations of the Mortgagor as hereinabove set forth in this Section 6.3 shall forthwith pay such judgment survive the release, termination, foreclosure or discharge such lien before assignment of this Mortgage or any Indemnitee is compelled to do sosale hereunder.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be instituted, or parties (the "Indemnitor") written notice of any claim or action by a third party for demand made, against any Indemnified Party in respect of which an Indemnitor Seller may be liable under hereunder, such Indemnified Party shall give prompt written notice thereof to Seller and, except as otherwise provided in Section 8.4 below, Seller shall have the terms right to defend, or cause the Company or its successors to defend, any litigation, action, suit, demand, or claim for which it may seek indemnification unless, in the reasonable judgment of this AgreementGlobal, within ten (10) days after such claim litigation, action, suit, demand, or action arises and is known to Indemniteeclaim, or the resolution thereof, would have an ongoing effect on Global, the Company or its successors, and (ii) such Indemnified Party shall give extend reasonable cooperation in connection with such defense, which shall be at Seller's expense. In the Indemnitor event Seller fails or refuses to defend the same within a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses length of all proceedingstime, contests or lawsuits with respect to such claims or actions the Indemnified Parties shall be borne by entitled to assume the Indemnitordefense thereof, and Seller shall be liable to repay the Indemnified Parties for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If Seller shall not have the Indemnitor wishes right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sentences, the Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the absolute right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to settle, in their sole discretion and without the extent that consent of Seller, such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense oflitigation, action, suit, demand, or if after so assuming it claim, but Seller shall fail be entitled, at his own expense, to defendparticipate in such litigation, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalsuit, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderdemand, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soclaim.

Defense of Claims. The Company shall have the right to defend the Indemnitee in any Proceeding (except a Proceeding brought by the Indemnitee under Section 6.3 of this Agreement) which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section 3.1 above. Notwithstanding the foregoing sentence, if in a Proceeding to which the Indemnitee is a party by reason of the Indemnitee’s Corporate Status, (a) Each party seeking indemnification hereunder (the Indemnitee reasonably concludes, based upon an "Indemnitee"): (i) opinion of counsel approved by the Company, which approval shall provide the other party not be unreasonably withheld, that he or parties (the "Indemnitor") written notice of any claim she may have separate defenses or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known counterclaims to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits assert with respect to any issue which may not be consistent with other defendants in such claims or actions shall be borne Proceeding, (b) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Indemnitor. If Company, which approval shall not be unreasonably withheld, that an actual or apparent conflict of interest or potential conflict of interest exists between the Indemnitor wishes Indemnitee and the Company, or (c) if the Company fails to assume the defense of such claim or actionProceeding in a timely manner, the Indemnitor Indemnitee shall give written notice be entitled to be represented by separate legal counsel of the Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from the Indemnitee the benefits intended to be provided to the Indemnitee within ten (10) days after notice from hereunder, the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense retain counsel of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwiseIndemnitee’s choice, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalprior approval of the Company, such which approval shall not to be unreasonably withheld; provided, howeverat the expense of the Company (subject to Section 6.4 of this Agreement), that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by represent the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do somatter.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party The Purchaser, at its own expense and through counsel chosen by it, may elect to defend against, negotiate, settle or parties otherwise deal with any Claim which relates to any Losses; and if it so elects, it shall, within 30 (the "Indemnitor"thirty) written Business Days after receiving notice of Claim (or sooner, if the nature of such Claim so requires), notify the Indemnified Party of its intent to do so, and such Indemnified Party shall cooperate fully in the defense, negotiation or settlement of any claim such Claim. After notice from the Purchaser to the Indemnified Parties of its election to defend against, negotiate, settle or action by a third party for which an Indemnitor may otherwise deal with any such Claim, Purchaser shall not be liable to the Indemnified Parties under this Agreement for any legal or other expenses subsequently incurred by the terms Indemnified Parties in connection with the defense, negotiation or settlement thereof; provided, however, that all Indemnified Parties shall have the right to collectively employ one (and only one) counsel to represent such Indemnified Parties in respect of this Agreementsuch Claim hereunder (which counsel shall be reasonably acceptable to the Purchaser) if, within ten (10) days after in the reasonable opinion of counsel to the Indemnified Parties, a conflict of interest between the Indemnified Parties and the Purchaser may exist in respect of such claim or action arises and is known to IndemniteeClaim that would make such separate representation advisable, and in that event (iix) the reasonable fees and expenses of such separate counsel shall give be paid by the Indemnitor a reasonable opportunity Purchaser and (y) each of the Purchaser and the Indemnified Parties shall have the right to participate direct its own defense in respect of such Claim; provided, further, that the Purchaser shall not be required to pay for more than one additional counsel (excluding local counsel) for Indemnified Parties in connection with any proceedings and to settle or defend any such claim or actionClaim hereunder. The expenses of all proceedings, contests or lawsuits parties hereto agree to cooperate fully with respect to such claims or actions shall be borne by the Indemnitoreach other in connection with any Claims hereunder. If the Indemnitor wishes Purchaser elects not to assume defend against, negotiate, settle or otherwise deal with such Claim, or fails to notify the defense Indemnified Parties of such claim or action, its election within thirty (30) Business Days after request by the Indemnitor shall give written notice Indemnified Parties to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liabilityClaim, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee Indemnified Parties may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to assume control of the defense of the claim or actionsuch Claim at Purchaser's expense. The failure of an Indemnitee to give any notice required by Notwithstanding anything in this Section shall not affect 2.6 to the contrary, neither the Purchaser nor the Indemnified Parties may, without the prior written consent of the other party, settle or compromise any such Claim or permit a default or consent to the entry of any judgment unless the claimant and such party provide to such other party an unqualified written release from all liability in respect of such party's rights under this Section Claim, and such settlement or otherwise, except compromise does not materially and to adversely impair the extent that such failure is actually prejudicial to the rights or obligations ability of the Indemnitor. (b) If Indemnified Parties to conduct their respective businesses, and does not contain any admission of wrongdoing on the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets part of any of the IndemniteeIndemnified Parties. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Purchaser notifies the Indemnified Parties in writing of the Purchaser's willingness to accept the settlement offer and pay the amount called for by such offer, and the Indemnified Parties decline to accept such offer, the Indemnitor Indemnified Parties may continue to contest such Claim, free of any participation by the Purchaser, and the amount of any ultimate liability with respect to such Claim that the Purchaser has an obligation to pay hereunder shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at be limited to the expense and direction lesser of (A) the amount of the Indemnitor, an appeal is taken under which settlement offer that the execution Indemnified Parties declined to accept plus the Losses of the Indemnified Parties relating to such Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the Indemnified Parties with respect to such Claim. (ii) After any final decision, judgment or satisfaction award shall have been rendered by a Governmental Body of competent jurisdiction and the expiration of the lien is stayed. If time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Parties and when the Purchaser shall have arrived at a final judgment is rendered in any such actionmutually binding agreement with respect to a Claim hereunder, the Indemnitor Indemnified Parties shall forthwith pay forward to the Purchaser notice of any sums due and owing by the Purchaser pursuant to this Agreement with respect to such judgment or discharge such lien before any Indemnitee is compelled to do somatter.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide Mortgagor will notify the other party or parties (Trustees and the "Indemnitor") written notice Agent, in writing, promptly of the commencement of any claim legal proceedings affecting the lien or action by a third party for which an Indemnitor may be liable under security interest hereof or the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderMortgaged Property, or any lien attaches part thereof, and will take such action, employing attorneys as set forth in Section 3.4(j), as may be necessary or appropriate to any of the assets of any of the Indemniteepreserve Mortgagor's, the Indemnitor shall immediately upon Trustees' and the Agent's rights affected thereby and/or to hold harmless the Trustees, the Agent and the Lender Parties in respect of such entry proceedings; and should Mortgagor fail or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in refuse to take any such action, the Indemnitor Trustees or the Agent may, upon giving prior written notice thereof to Mortgagor, take such action in behalf and in the name of Mortgagor and at Mortgagor's expense. Moreover, the Agent or the Trustees on behalf of the Agent, may take such independent action in connection therewith as it or they may in its or their discretion deem proper, Mortgagor hereby agreeing that all sums advanced or all expenses incurred in such actions plus interest at an annual rate equal to the Alternate Base Rate (as defined in the Credit Agreements) of interest from time to time accruing on the Loan Note plus the Applicable Margin (as defined in the Credit Agreements) plus two percent (2%) until paid, will, on demand, be reimbursed, as appropriate, to the Agent, the Trustees or any receiver appointed hereunder or under Applicable Law. The obligations of Mortgagor as hereinabove set forth in this Section 7.6 shall forthwith pay such judgment survive the release, termination, foreclosure or discharge such lien before assignment of this Mortgage or any Indemnitee is compelled to do sosale hereunder.

Defense of Claims. Whenever any Claim shall arise for indemnification hereunder, the party entitled to indemnification (a) Each party seeking indemnification hereunder (an "the “Indemnitee"): (i”) shall provide notify the other indemnifying party or parties (the "“Indemnitor"”) written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, in writing within ten thirty (1030) days after the Indemnitee has actual knowledge that it is entitled to indemnification of such claim or action arises and is Claim constituting the basis for such Claim (the “Notice of Claim”). The Notice of Claim shall specify all facts known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect Indemnitee giving rise to such claims indemnification claim and the amount or actions shall be borne by an estimate of the Indemnitoramount of the liability arising therefrom. If the Indemnitor wishes facts giving rise to assume the defense of any such indemnification shall involve any actual, threatened or possible claim or actiondemand by any person against the Indemnitee, the Indemnitor shall give be entitled (without prejudice to the right of the Indemnitee to participate at its expense through co-counsel of its own choosing) to contest or defend such claim at his expense and through counsel of his own choosing if he gives written notice of his intention to do so to the Indemnitee within ten (10) days after receipt of the Notice of Claim; provided that Indemnitor diligently prosecutes or defends such claim. The Indemnitee shall not settle any claim that would give rise to liability on the part of the Indemnitor under the indemnity contained in this Section without the written consent of the Indemnitor, which consent shall not unreasonably be withheld. If a firm offer is made to settle a claim or litigation defended by the Indemnitee and the Indemnitor refuses to accept such offer within twenty (20) days after receipt of written notice from the Indemnitee of the terms of such claim or actionoffer, and the Indemnitor shall thereafter assume the defense of any such claim or liabilitythen, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may shall continue to contest or defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject shall be indemnified pursuant to the Indemnitor's approval, such approval not to be unreasonably withheld; providedterms hereof. Provided, however, that any in the event the Indemnitor refuses to accept such settlement offer to settle a claim as described above and the Indemnitee continues to contest or defend such claim, the indemnification provided for herein shall be deemed approved by to include the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt value of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee management’s time spent in connection with the defense of such claim. If a firm offer is made to settle a claim or litigation and settlement of the Indemnitor notifies the Indemnitee in writing that the Indemnitor desires to accept and agree to such settlement, but the Indemnitee elects not to accept or agree to it, the Indemnitee may continue to contest or defend such claim or action. litigation and. in such event, the total maximum liability of the Indemnitor to indemnify or otherwise reimburse the Indemnitee hereunder with respect to such claim or litigation shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and expenses (cincluding reasonable attorneys’ fees and disbursements) If a non-appealable judgment is rendered against to the date of notice that the Indemnitor desires to accept such settlement. Notwithstanding any Indemnitee in provision of this Agreement to the contrary, neither Stockholders’ nor Newco’s maximum liability for indemnification shall exceed the Merger Consideration. Notwithstanding any action covered provision of this Agreement to the contrary, no claim for indemnification pursuant to this Section 6 by the indemnification hereunder, Indemnitee shall be asserted or any lien attaches to any claimed except for the amount of such Claim in excess of the assets aggregate, the sum of $25,000 (the “Stockholders’ Basket”). Any Loss suffered by Newco for payment of any of insurance deductible in connection with any proceedings shall be excluded from the Indemnitee, Stockholders’ Basket. All claims for indemnification against the Indemnitor Stockholders shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unlessbe satisfied by the Stockholders severally and not jointly, at the expense and direction of the Indemnitortheir option, an appeal is taken under which the execution of the judgment either in cash or satisfaction of the lien is stayed. If and when in BBLU Shares at their then Market Price after a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soby a court of competent jurisdiction.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim Claim or action by a third party arises after the Closing Date (a “Third Party Claim”) for which an Indemnitor is or may be liable under the terms of this Agreement, then the Indemnitee shall notify the Indemnitor within ten thirty (1030) days after such claim Claim or action arises and is known to Indemnitee, the Indemnitee and (ii) shall give the Indemnitor a reasonable opportunity opportunity: (i) to participate take part in any examination of any books and records; (ii) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee; (iii) to take all other required steps or proceedings to settle or defend any such claim Claim or action. The expenses ; and (iv) to employ counsel to contest any such Claim or action in the name of all proceedings, contests the Indemnitee or lawsuits with respect to such claims or actions shall be borne by the Indemnitorotherwise. If the Indemnitor wishes to assume the defense of such claim Claim or action, the Indemnitor it shall give written notice to the Indemnitee and within ten fifteen (1015) days after notice from the thereafter, Indemnitee of such claim or actionshall permit, and the Indemnitor shall thereafter assume assume, the defense of any such claim Claim or liability, through counsel reasonably satisfactory to the Indemnitee, ; provided that the Indemnitee may participate in such defense at their its own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any provide such notice required by this Section shall not affect release the Indemnitor from any of such party's rights its obligations under this Section or otherwiseArticle VIII, except and to the extent that the cost of providing indemnification for such failure Loss is actually prejudicial prejudiced by the failure to the rights or obligations of the Indemnitorgive such notice. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, of any such claim Claim or action, the Indemnitee may defend against any such claim Claim or action in such manner as they it may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, (provided that any such settlement shall be deemed approved by the Indemnitor if may participate in such defense at its own expense). If no settlement of such Claim or action is made, the Indemnitor fails shall satisfy any judgment rendered with respect to object theretosuch Claim or in such action, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse before the Indemnitee for the amount of is required to do so, and pay all expenses, legal and or otherwise, including attorneys’ fees and costs reasonably and necessarily incurred by the Indemnitee in connection with the defense and settlement of such claim Claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) i. Each party seeking indemnification hereunder (an "IndemniteeINDEMNITEE"): (i) shall provide the other party or parties (the "IndemnitorINDEMNITOR") written notice of any claim or action by a third party arising after the Closing Date for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) ii. If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) iii. If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. The parties agree that the provisions set forth below in (a), (b) Each party seeking indemnification hereunder and (an "Indemnitee"): c) shall not apply to claims made in respect of Excluded Assets or in respect of any litigation or other legal proceedings (including any settlements or judgments in request thereof) contemplated by Section 9.2(c)(i), but that such provisions shall apply to all other claims under this Article IX. (i) shall provide If any Buyer Indemnitee receives notice of the other assertion or commencement of any claim, action or proceeding made or brought by any Person who is neither a party or parties to this Agreement nor an affiliate of a party to this Agreement (the a "IndemnitorThird Party Claim") with respect to which indemnification is to be sought from the Seller and DQE, the Buyer Indemnitee shall give the Seller and DQE reasonably prompt written notice thereof, but in any event such notice shall not be given later than forty-five (45) calendar days after the Buyer Indemnitee's receipt of written notice of such Third Party Claim, provided, that the failure to give such notice within such time period shall not relieve the Seller or DQE of any claim liability except to the extent the Seller or action DQE is prejudiced by a third party for which an Indemnitor such failure. To the extent known, such written notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Buyer Indemnifiable Loss that has been or may be liable under sustained by the terms of this Agreement, within ten (10) days after such claim or action arises Buyer Indemnitee. The Seller and is known to Indemnitee, and (ii) shall give DQE will have the Indemnitor a reasonable opportunity right to participate in or, by giving written notice to the Buyer Indemnitee, to elect to assume the defense of any proceedings and to settle or defend any such claim or action. The expenses of all proceedingsThird Party Claim by the Seller's own counsel, contests or lawsuits with respect to such claims or actions the cost for which shall be borne by the IndemnitorSeller and DQE to the extent that Buyer Indemnifiable Losses exceed the Indemnity Basket and shall, to such extent, be taken into account in calculating the aggregate amount of the Seller's and DQE's liability for Buyer Indemnifiable Losses under the Indemnity Cap. The Buyer Indemnitee shall cooperate in good faith in such defense at such Buyer Indemnitee's own expense. If the Indemnitor wishes Seller and DQE elect not to assume the defense of any Third Party Claim, the Buyer Indemnitee may compromise or settle such Third Party Claim over the objection of the Seller and DQE, which settlement or compromise shall conclusively establish the Seller's and DQE's liability pursuant to this Agreement. (ii) If any Seller Indemnitee receives notice of the assertion or commencement of a Third Party Claim with respect to which indemnification is to be sought from the Buyer, the Seller Indemnitee shall give the Buyer reasonably prompt written notice thereof, but in any event such notice shall not be given later than forty-five (45) calendar days after the Seller Indemnitee's receipt of written notice of such Third Party Claim, provided, that the failure to give such notice within such time period shall not relieve the Buyer of any liability except to the extent the buyer is prejudiced by such failure. To the extent known, such written notice shall describe the nature of the Third Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Seller Indemnifiable Loss that has been or may be sustained by the Seller Indemnitee. The Buyer will have the right to participate in or, by giving written notice to the Seller Indemnitee, to elect to assume the defense of any Third Party Claim by the Buyer's own counsel, the cost for which shall be borne by the Buyer to the extent that Seller Indemnifiable Losses exceed the Indemnity Basket and shall, to such extent, be taken into account in calculating the aggregate amount of the Buyer's liability for Seller Indemnifiable Losses under the Indemnity Cap. The Seller Indemnitee shall cooperate in good faith in such defense at such Seller Indemnitee's own expense. If the Buyer elects not to assume the defense of any Third Party Claim, the Seller Indemnitee may compromise or settle such Third Party Claim over the objection of the Buyer, which settlement or compromise shall conclusively establish the Buyer's liability pursuant to this Agreement. (i) If, after a Buyer Indemnitee provides written notice to the Seller and DQE of any Third Party Claims, the Buyer Indemnitee receives written notice from the Seller or DQE that the Seller or DQE has elected to assume the defense of such claim or actionThird Party Claim, the Indemnitor Seller and DQE will not be liable for any legal expenses subsequently incurred by the Buyer Indemnitee in connection with the defense thereof. Without the prior written consent of the Buyer Indemnitee, the Seller and DQE shall not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Buyer Indemnitee for which the Buyer Indemnitee is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Buyer Indemnitee for which the Buyer Indemnitee is not entitled to indemnification hereunder and the Seller and DQE desire to accept and agree to such offer, the Seller and DQE shall give written notice to the Buyer Indemnitee to that effect. If the Buyer Indemnitee fails to consent to such firm offer within ten thirty (1030) calendar days after its receipt of such notice, the Seller and DQE shall be relieved of their obligations to defend such Third Party Claim and the Buyer Indemnitee may contest or defend such Third Party Claim. In such event, the maximum liability of the Seller and DQE as to such Third Party Claim will be the amount of such settlement offer plus reasonable costs and expenses paid or incurred by the Buyer Indemnitee up to the date of said notice, at all time subject to the additional limitations on the Seller's and DQE's liability contained in this Article IX. (ii) If, after a Seller Indemnitee provides written notice to the Buyer of any Third Party Claims, the Seller Indemnitee receives written notice from the Indemnitee of such claim or action, and Buyer that the Indemnitor shall thereafter Buyer has elected to assume the defense of such Third Party Claim, the Buyer will not be liable for any legal expenses subsequently incurred by the Seller Indemnitee in connection with the defense thereof. Without the prior written consent of the Seller Indemnitee, the Buyer shall not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Seller Indemnitee for which the Seller Indemnitee is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Seller Indemnitee for which the Seller Indemnitee is not entitled to indemnification hereunder and the Buyer desires to accept and agree to such offer, the Buyer shall give written notice to the Seller Indemnitee to that effect. If the Seller Indemnitee fails to consent to such firm offer within thirty (30) calendar days after its receipt of such notice, the Buyer shall be relieved of its obligation to defend such Third Party Claim and the Seller Indemnitee may contest or defend such Third Party Claim. In such event, the maximum liability of the Buyer as to such Third Party Claim will be the amount of such settlement offer plus reasonable costs and expenses paid or incurred by the Seller Indemnitee up to the date of said notice, at all time subject to the additional limitations on the Buyer's liability contained in this Article IX. (i) Any claim that does not result from a Third Party Claim (a "Direct Claim") by a Buyer Indemnitee on account of a Buyer Indemnifiable Loss shall be asserted by giving the Seller and DQE reasonably prompt written notice thereof after the Buyer Indemnitee becomes aware of such Direct Claim, stating, to the extent known, the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any event such notice shall not be given later than forty-five (45) calendar days after the Buyer Indemnitee becomes aware of such Direct Claim, provided, that the failure to give such notice within such time period shall not relieve the Seller or liability, through counsel reasonably satisfactory DQE of any liability except to the Indemnitee, provided that Indemnitee may participate in extent the Seller or DQE is prejudiced by such defense at their own expensefailure, and the Indemnitor shallSeller and DQE shall have a period of thirty (30) calendar days from receipt of such notice within which to respond to such Direct Claim. If the Seller or DQE does not respond within such thirty (30) calendar day period, the Seller and DQE shall be deemed to have accepted, and shall be liable for, such claim. If the Seller and DQE reject such claim, the Buyer Indemnitee will be free to seek enforcement of its right to indemnification under this Agreement. (ii) Any Direct Claim by a Seller Indemnitee on account of a Seller Indemnifiable Loss shall be asserted by giving the Buyer reasonably prompt written notice thereof after the Seller Indemnitee becomes aware of such Direct Claim, stating, to the extent known, the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, but in any eventevent such notice shall not be given later than forty-five (45) calendar days after the Seller Indemnitee becomes aware of such Direct Claim, provided, that the failure to give such notice within such time period shall not relieve the Seller or DQE of any liability except to the extent the Seller or the Buyer is prejudiced by such failure, and the Buyer shall have a period of thirty (30) calendar days from receipt of such notice within which to respond to such Direct Claim. If the Buyer does not respond within such thirty (30) calendar day period, the Buyer shall be deemed to have accepted, and shall be liable for, such claim. If the Buyer rejects such claim, the Seller Indemnitee will be free to seek enforcement of its right to control indemnification under this Agreement. (d) If the amount of any Buyer Indemnifiable Loss or Seller Indemnifiable Loss, as the case may be, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by, from or against any other entity, the amount of such reduction, less any costs, expenses or premiums incurred in connection therewith (together with interest thereon from the date of payment thereof at the publicly announced prime rate then in effect of The Chase Manhattan Bank) shall promptly be repaid by the Buyer Indemnitee to the Seller and DQE or by the Seller Indemnitee to the Buyer, as the case may be. (e) With respect to those pending litigation matters set forth in Schedule 3.7 of the Seller Disclosure Schedule (each a "Pending Litigation Matter"), the parties agree as follows: DQE and/or the Seller will defend, continue to defend or assume the defense of each Pending Litigation Matter on and after the claim or actionClosing Date (each such defense, an "Assumed Defense"). The failure Buyer agrees to cooperate, and to cause its Subsidiaries, officers, directors and employees to cooperate, fully in connection with such Pending Litigation Matters, including, but not limited to, providing access to personnel and records. The Seller or DQE shall reimburse the Buyer, and its Subsidiaries for any out of an Indemnitee to give any notice required pocket expenses (e.g. travel, lodging, meals and related expenses) incurred by them in cooperation with the Seller or DQE as contemplated by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld9.4(e); provided, however, that the Seller and DQE shall not reimburse the Buyer or its Subsidiaries, and the Buyer and its Subsidiaries shall not be entitled to reimbursement, for any such settlement shall be deemed approved by portion of the Indemnitor if the Indemnitor fails to object theretowages, by written notice salary, benefits, overhead or other costs, attributable to the Indemniteeofficers, within fifteen directors and employees of the Buyer or its Subsidiaries whose cooperation may be required by this Section 9.4(e). Notwithstanding any other provision of this Agreement to the contrary and for the avoidance of doubt, (15i) days the defense of any Pending Litigation Matter, shall not be the responsibility of the Buyer on and after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee Closing Date, except for the amount of all expensesobligations in respect thereof set forth in this Section 9.4(e) and (ii) the obligations set forth in this Section 9.4(e) in no way limit or reduce the Seller's and DQE's indemnity obligation, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets respect of any of the Indemnitee, the Indemnitor shall immediately upon such entry Pending Litigation Matter or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do sootherwise.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of 6.3.1. Should any claim or action by a third party arise after the Closing Date for which an Indemnitor may be is liable under the terms of this Agreement, the Indemnitee shall notify the Indemnitor within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee Indemnitees within ten (10) days after notice from the Indemnitee Indemnitees of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the IndemniteeIndemnitees, provided that Indemnitee Indemnitees may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) 6.3.2. If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee Indemnitees may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the IndemniteeIndemnitees, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee Indemnitees for the amount of all expenses, legal and otherwise, incurred by the Indemnitee Indemnitees in connection with the defense and settlement of such claim or action. (c) 6.3.3. If a non-appealable judgment is rendered against any Indemnitee of the Indemnitees in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the IndemniteeIndemnitees, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee of the Indemnitees is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under Pursuant to the terms of this Agreementhereof, within ten the ----------------- Lessee or its insurers shall have the right (10in each such case at the Lessee's sole expense) days after such claim or action arises to investigate, defend (and is known to Indemnitee, and (iicontrol the defense of) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits for which indemnification is sought pursuant to this Article 7 and each Indemnitee shall reasonably cooperate with the Lessee and its insurers with respect to thereto, provided that, such claims or actions right of the Lessee shall be borne by subject to -------- ---- Lessee having acknowledged in writing its obligation to indemnify the Indemnitor. If the Indemnitor wishes to assume Indemnitee in respect of such claim if the defense of such claim or action, the Indemnitor shall give written notice is unsuccessful (unless and to the Indemnitee within ten (10extent it is determined in good faith during any related proceedings that any of the exclusions set forth in Section 7.01(b) days after notice from the Indemnitee of are applicable to such claim or actionclaim); provided further that, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have without limiting the right of the Lessee's -------- ------- ---- insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to assume and control the defense of or compromise any such claim (A) during the continuance of any Event of Default, (B) if an actual or actionpotential material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involves the potential imposition of criminal (or any non-de minimis risk of civil) liability on such Indemnitee (and in any such instance, Lessee shall pay the reasonable fees and expenses of Lessor's counsel) or (C) if such proceeding will involve any non-de minimis risk of the sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. The failure Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to give any notice required by this Section shall not affect any such a claim, no additional legal fees or expenses of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim shall be indemnified hereunder unless the fees or action. expenses were incurred at the written request of the Lessee or such insurers; provided, that, -------- ---- subject to the rights of Lessee's insurers to assume and control the defense of or to compromise (c) If as provided herein), any such claim, any counsel selected by Lessee in connection with any defense shall be reasonably acceptable to the Lessor. Subject to the requirement of any policy of insurance applicable to a non-appealable judgment is rendered against claim, an Indemnitee may participate at its own expense at any Indemnitee in any action covered judicial proceeding controlled by the Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim; and such participation shall not constitute a waiver of the indemnification hereunderprovided in this Section 7.03. No Indemnitee shall enter into any settlement or other compromise with respect to any claim described in this Section 7.03 without the prior written consent of the Lessee (which consent shall not be unreasonably withheld or delayed) and its insurers, unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim. Subject to the rights of Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not enter into any settlement or compromise relating to any claims against the Lessor (or any Indemnitee) without consent of Lessor, or any lien attaches to any of the assets of any of the Indemniteesuch Indemnitee (which consent shall not be unreasonably withheld or delayed); provided that, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in Lessee's insurers may -------- ---- not enter into any such action, settlement or compromise without Lessor's (or such Indemnitee's) consent unless a release of all related claims against the Indemnitor Lessor (and any other Indemnitee) shall forthwith pay be obtained in connection with such judgment settlement or discharge such lien before any Indemnitee is compelled to do socompromise.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be instituted, ----------------- or parties (the "Indemnitor") written notice of any claim or action by a third party for demand made, against any Indemnified Party in respect of which an Indemnitor Seller may be liable under hereunder, such Indemnified Party shall give prompt written notice thereof to Seller and, except as otherwise provided in Section 8.4 below, ----------- Seller shall have the terms right to defend, or cause the Company or its successors to defend, any litigation, action, suit, demand, or claim for which it may seek indemnification unless, in the reasonable judgment of this AgreementGlobal, within ten (10) days after such claim litigation, action, suit, demand, or action arises and is known to Indemniteeclaim, or the resolution thereof, would have an ongoing effect on Global, Xxxxxx, the Company or its successors, and (ii) such Indemnified Party shall give extend reasonable cooperation in connection with such defense, which shall be at Seller's expense. In the Indemnitor event Seller fails or refuses to defend the same within a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses length of all proceedingstime, contests or lawsuits with respect to such claims or actions the Indemnified Parties shall be borne by entitled to assume the Indemnitordefense thereof, and Seller shall be liable to repay the Indemnified Parties for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If Seller shall not have the Indemnitor wishes right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sentences, the Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the absolute right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to settle, in their sole discretion and without the extent that consent of Seller, such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense oflitigation, action, suit, demand, or if after so assuming it claim, but Seller shall fail be entitled, at his own expense, to defendparticipate in such litigation, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalsuit, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderdemand, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soclaim.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party In connection with any claim which may give rise to indemnity under this Article VIII resulting from or parties (the "Indemnitor") written notice arising out of any claim or action Proceeding against an Indemnitee by a third Person that is not a party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or actionhereto, the Indemnitor shall give Indemnifying Parties may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or actionrelevant Indemnitee, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory Proceeding if all Indemnifying Parties with respect to such claim or Proceeding jointly acknowledge to the Indemnitee, provided Indemnitee that such Indemnitee may participate in have a right of indemnity pursuant hereto based on the outcome of the Proceeding (as such defense at their own expense, and claim may have been modified through written agreement of the Indemnitor shall, in any event, have parties or arbitration hereunder). If the right to control Indemnifying Parties assume the defense of the any such claim or action. The failure of an Proceeding, the Indemnifying Parties shall select counsel reasonably acceptable to such Indemnitee to give conduct the defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Parties shall have assumed the defense of any notice required by claim or Proceeding in accordance with this Section 8.04, the Indemnifying Parties shall not affect any of such party's rights under this Section or otherwise, except and be authorized to the extent that such failure is actually prejudicial consent to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense a settlement of, or if after so assuming it shall fail to defendthe entry of any judgment arising from, any such claim or actionProceeding, without the Indemnitee may defend against any prior written consent of such claim Indemnitee; PROVIDED, HOWEVER, that the Indemnifying Parties shall pay or action in cause to be paid all amounts arising out of such manner as they may deem appropriate and settlement or judgment concurrently with the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject effectiveness thereof to the Indemnitor's approvalextent required pursuant to Section 8.01; PROVIDED, such approval not to be unreasonably withheld; provided, howeverFURTHER, that any such settlement the Indemnifying Parties shall not be deemed approved by the Indemnitor if the Indemnitor fails authorized to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and PROVIDED, FURTHER, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Such Indemnitee shall be entitled to participate in (but not control) the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction defense of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnitor Indemnifying Parties in the defense of any claim or Proceeding being defended by the Indemnifying Parties pursuant to this Section 8.04. If the Indemnifying Parties do not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 8.04, such Indemnitee may defend against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Parties, on such terms as such Indemnitee may deem appropriate. If the Indemnifying Parties seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Parties shall forthwith pay have the burden to prove by a preponderance of the evidence that such judgment Indemnitee did not defend such claim or discharge such lien before any Indemnitee is compelled to do soProceeding in a reasonably prudent manner.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "IndemniteeINDEMNITEE"): (i) shall provide the other party or parties (the "IndemnitorINDEMNITOR") written notice of any claim or action by a third party arising after the Closing Date for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "IndemniteeINDEMNITEE"): (i) shall provide the other party or parties (the "IndemnitorINDEMNITOR") written notice of any claim or action by a third party arising after the Closing Date for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they such Indemnitees may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party In connection with any claim which may give rise to indemnity under this Article IX resulting from or parties (the "Indemnitor") written notice arising out of any claim or action Proceeding against an Indemnitee by a third Person that is not a party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or actionhereto, the Indemnitor shall give written notice Indemnifying Party may, subject to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or actionSection 9.04(b), and the Indemnitor shall thereafter assume the defense of any such claim or liabilityProceeding (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, if all Indemnifying Parties with respect to such claim or Proceeding jointly acknowledge to the Indemnitee its right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through counsel written agreement of the parties or arbitration hereunder) and provides assurances, reasonably satisfactory to the such Indemnitee, provided that the Indemnifying Parties will be financially able to satisfy such claim in full if such claim or Proceeding is decided adversely. If the Indemnifying Parties assume the defense of any such claim or Proceeding, the Indemnifying Parties shall select counsel reasonably acceptable to such Indemnitee may to conduct the defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Parties shall have assumed the defense of any claim or Proceeding in accordance with this Section 9.04, the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; PROVIDED, HOWEVER, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; PROVIDED, FURTHER, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and PROVIDED, FURTHER, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Subject to Section 9.04(b), such Indemnitee shall be entitled to participate in (but not control) the defense of any such defense action, with its own counsel and at their its own expense, expense and the Indemnitor shall, in any event, have the right Indemnifying Parties shall provide such Indemnitee with reasonable access to control all materials relating to the defense of the action and otherwise cooperate with such Indemnitee and its counsel in connection with the Indemnitee's participation in such defense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Parties in the defense of any claim or action. The failure of an Indemnitee Proceeding being defended by the Indemnifying Parties pursuant to give any notice required by this Section shall 9.04. If the Indemnifying Parties do not affect assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of such party's rights under this Section 9.04(a), such Indemnitee may defend against such claim or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the IndemnitorProceeding. (b) If Notwithstanding Section 9.04(a), the Indemnitor shall Indemnifying Parties may not assume the defense ofof any claim or Proceeding and the Indemnitee may at its own cost and expense assume such defense if, in the reasonable opinion of the Indemnitee, (i) such claim or Proceeding involves an issue or matter that, if determined adversely to the Indemnitee, is likely to have a material adverse effect on the business, operations, assets, properties or prospects of the Indemnitee, or if after so assuming it shall fail (ii) there is one or more legal defenses available to defend, the Indemnitee that conflict with those available to an Indemnifying Party. If the Indemnitee assumes defense of any such claim or actionProceeding, (A) the Indemnifying Parties may participate in, but not control, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or actionProceeding, and (B) if the Indemnitee receives a settlement proposal from the Person asserting such claim or instituting such Proceeding and is notified by an Indemnifying Party that such Indemnifying Party wants to accept such settlement proposal, the liability of the Indemnifying Parties with respect to such claim or Proceeding shall equal the lesser of (x) the amount offered in such settlement proposal, (y) the amount of actual Damages of the Indemnitee with respect to such claim or Proceeding or (z) the maximum liability of the Indemnifying Parties pursuant to Section 9.01(a). (c) If a non-appealable judgment is rendered against the Indemnitee elects to defend any claim or Proceeding pursuant to the last sentence of Section 9.04(a) or pursuant to Section 9.04(b), the Indemnitee shall conduct such defense in any action covered by the indemnification hereundersuch manner as it shall deem appropriate, including settling such claim or any lien attaches to any Proceeding after giving notice of the assets same to the Indemnifying Parties, on such terms as such Indemnitee shall deem appropriate. If the Indemnifying Parties seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Parties shall have the burden to prove by a preponderance of the Indemnitee, the Indemnitor shall immediately upon evidence that such entry Indemnitee did not defend such claim or attachment pay such judgment Proceeding in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soreasonably prudent manner.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of 9.3.1. Should any claim or action by a third party arise after the Closing Date for which an Indemnitor may be is liable under the terms of this Agreement, the Indemnitee shall notify Indemnitor within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee Indemnitees within ten (10) days after notice from the Indemnitee Indemnitees of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the IndemniteeIndemnitees, provided that Indemnitee Indemnitees may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) 9.3.2. If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee Indemnitees may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the IndemniteeIndemnitees, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee Indemnitees for the amount of all expenses, legal and otherwise, incurred by the Indemnitee Indemnitees in connection with the defense and settlement of such claim or action. (c) 9.3.3. If a non-appealable judgment is rendered against any Indemnitee of the Indemnitees in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the IndemniteeIndemnitees, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee of the Indemnitees is compelled to do so.

Defense of Claims. If the Indemnitor does not give such notice referred to in Section 8.3(a), the Indemnitee shall have the right to defend, contest, settle, or compromise such action or suit in the exercise of its exclusive discretion. If the Indemnitor gives such notice, it shall have the right to undertake, conduct, and control, through counsel of its own choosing, at its sole expense, the conduct and settlement of such action or suit, and the Indemnitee shall cooperate with the Indemnitor in connection therewith; provided, however, (a) Each party seeking indemnification the Indemnitor shall not thereby permit to exist any lien, encumbrance, or other adverse charge securing the claims indemnified hereunder upon any asset of the Indemnitee, (an "Indemnitee"): (ib) the Indemnitor shall provide not thereby consent to the other party or parties (the "Indemnitor") written notice imposition of any claim or action by a third party for which an Indemnitor may be liable under injunction against the terms Indemnitee without the written consent of this Agreement, within ten (10) days after such claim or action arises and is known to the Indemnitee, and (iic) shall give the Indemnitor a reasonable opportunity shall permit the Indemnitee to participate in any proceedings such conduct or settlement through counsel chosen by the Indemnitee, but the fees and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions counsel shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense Indemnitee, except as provided in clause (d) below, and (d) upon a final determination of such claim action or actionsuit, the Indemnitor shall give written notice agree promptly to reimburse to the Indemnitee within ten extent required under this Article 8 (10subject to the provisions of Section 8.6) days after notice from the Indemnitee of such claim or action, and for the Indemnitor shall thereafter assume the defense full amount of any Loss resulting from such claim action or liability, through counsel reasonably satisfactory to suit and all reasonable and related expenses incurred by the Indemnitee, provided that except fees and expenses of counsel for the Indemnitee may participate in incurred after the assumption of the conduct and control of such defense at their own expense, and action or suit by the Indemnitor. So long as the Indemnitor shallis contesting any action in good faith, in the Indemnitee shall not pay or settle any eventsuch action or suit. Notwithstanding the foregoing, the Indemnitee shall have the right to control the defense of the claim pay or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, settle any such claim action or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheldsuit; provided, however, that in such event, the Indemnitee shall waive any such settlement right to indemnity therefor from the Indemnitor and no amount in respect therefor shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or actionclaimed as Losses under this Article 8. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking If any Indemnitee receives notice of the assertion of any Indemnifiable Loss or of the commencement of any Action made or brought by any Person who is not an Indemnitee (a “Third-Party Claim”) with respect to which indemnification hereunder is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party prompt written notice thereof, but in no event later than twenty (an "20) Business Days after the Indemnitee"): ’s receipt of notice of such Third-Party Claim; provided the failure to do so shall not relieve the Indemnifying Party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate (in each case, to the extent known) (i) shall provide the other party bases of the claim for indemnification, (ii) the amount or parties (the "Indemnitor") written notice method of any claim computation of the amount of the Indemnifiable Loss that has been or action by a third party for which an Indemnitor may be liable under incurred by the terms of Indemnitee and (iii) a reference to the provision or provisions in this Agreement, within Agreement upon which such claim is based. Within ten (10) days Business Days after receiving such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or actionnotice, the Indemnitor Indemnifying Party shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action participate in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object theretoor, by giving written notice to the Indemnitee, within fifteen to elect to assume the defense of any Third-Party Claim at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel. (15b) days after Pursuant to the Indemnitor's receipt notice requirement in the final sentence of Section 8.2(a), in the case of a written summary claim by a Buyer’s Indemnitee, Seller, and in the case of a claim by a Seller’s Indemnitee, Buyer, shall be entitled to direct the defense against a Third-Party Claim for which indemnification is sought hereunder, with counsel selected by it and reasonably acceptable to the other and, in the case of a claim by a Buyer’s Indemnitee, Seller, and in the case of a claim by a Seller’s Indemnitee, Buyer, shall (and shall cause its respective Affiliates to) provide reasonable assistance in such defense at the direction of the Party so defending, including taking reasonable actions related to such defense (including making filings with Governmental Authorities) at the direction of such settlementParty, provided that (i) Buyer or Seller (as applicable) is conducting a good faith defense, (ii) Buyer (in the case of a claim by a Seller’s Indemnitee), or Seller (in the case of a claim by a Buyer’s Indemnitee), has irrevocably acknowledged in writing its obligation to provide indemnification for such claim and (iii) the only relief sought by such Third-Party Claim is monetary (rather than equitable) in nature, and provided, further, that such party directing the defense shall not compromise or settle it without receiving a release of the indemnified parties and the indemnified parties not becoming subject to non-monetary penalties, obligations or restrictions as a result thereof; in all other events, the indemnified parties (acting through the Buyer, in the case of a Buyer’s Indemnitee, or through Seller, in the case of a Seller’s Indemnitee) shall have the exclusive right to direct the defense against such Third-Party Claim (at the expense of the Indemnifying Party), with counsel selected by it and reasonably acceptable to the Indemnifying Party, provided, that the indemnified parties shall not compromise or settle such Third-Party Claim without receiving a release of the Indemnifying Party and the Indemnifying Party not becoming subject to non-monetary penalties, obligations or restrictions as a result thereof. The Indemnitor Parties who are not directing the defense shall promptly reimburse at all times have the Indemnitee for right to participate in the amount defense of all expensesa Third-Party Claim in reasonable respects and at their own expense directly or through counsel of their choosing that is reasonably acceptable to the party directing the defense; provided that if the named parties to the Action include both the Indemnifying Party and one or more indemnified parties, legal the Indemnifying Party is directing the defense, and otherwise, incurred an indemnified party is advised by counsel in writing that representation of both parties by the Indemnitee in connection with same counsel would be inappropriate under applicable standards of professional conduct, the defense and settlement indemnified parties may engage one separate counsel to represent them at the expense of such claim or actionthe Indemnifying Party. (c) If no such notice of intent to dispute and defend a nonThird-appealable judgment Party Claim is rendered against any Indemnitee given by Buyer or Seller (whichever is authorized to act on behalf of the Indemnifying Party in any action covered by accordance with the indemnification hereunderimmediately preceding paragraph), or any lien attaches if such good faith defense is not being, or ceases to any be, conducted by Buyer or Seller (as applicable), the other shall have the right, on behalf of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, indemnified parties and at the expense and direction of the IndemnitorIndemnifying Party, an appeal is taken under which to undertake the execution defense of such claim (with counsel selected by it and reasonably acceptable to the Indemnifying Party) and to compromise or settle it (at the Indemnifying Party’s expense), subject to receipt of a release of the judgment Indemnifying Party and the Indemnifying Party not becoming subject to non-monetary penalties, obligations or satisfaction restrictions as a result thereof. If the Third-Party Claim is one that by its nature cannot be defended solely by the party directing the defense, then the other party hereto shall make available such information and assistance (including without limitation its officers, employees and agents) as the party directing the defense may reasonably request and shall cooperate with such party directing the defense in such defense (at the expense of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soIndemnifying Party).

Defense of Claims. (a) Each party seeking indemnification hereunder (an "If any Action or Proceeding is filed or initiated against any Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") , written notice of thereof shall be given to Xxxxxxx (and, if different, to DIS and Digirad Corporation) as promptly as practicable (and in any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, event within ten (10) days after the service of the citation or summons); provided, however, that the failure of any Indemnitee to give timely notice to Xxxxxxx shall not affect rights to indemnification hereunder except to the extent that Xxxxxxx has been materially prejudiced by such claim failure to give timely notice, and the failure of the Indemnitee to give either DIS or action arises Digirad Corporation notice shall (a) oblige Xxxxxxx to notify DIS and is known to IndemniteeDigirad (if they are not the Indemnitee notifying Xxxxxxx of the Action or Proceeding), and (iib) the 15 day period referred to below within which Xxxxxxx must assume the defense of the Action or Proceeding shall give be extended to 25 days if and only if prior to the Indemnitor a reasonable opportunity 15th day, Xxxxxxx has given notice to participate DIS and Digirad Corporation where the Indemnitee has failed to do so. After such notice, if Xxxxxxx shall acknowledge in any proceedings writing to the Indemnitee providing notice to Xxxxxxx that Xxxxxxx shall be obligated under the terms of his indemnity hereunder in connection with such Action or Proceeding, then Xxxxxxx shall be entitled, if he so elects, to take control of the defense and investigation of such Action or Proceeding and to settle employ and engage attorneys of his own choice to handle and defend the same, such attorneys to be reasonably satisfactory to the Indemnitee giving notice of the Action or defend any such claim or action. The expenses of all proceedingsProceeding (and, contests or lawsuits with respect if different, to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes DIS and Digirad Corporation), at Xxxxxxx'x cost, risk and expense (unless (i) Xxxxxxx has failed to assume the defense of such claim Action or action, Proceeding or (ii) the Indemnitor shall give written notice named parties to such Action or Proceeding include both Xxxxxxx and the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or actionsubject Indemnitee, and the Indemnitor shall thereafter assume the defense of any such claim Indemnitee and its counsel determine in good faith that there may be one or liability, through counsel reasonably satisfactory more legal defenses available to the Indemnitee, provided such Indemnitee that Indemnitee may participate in such defense at their own expenseare different from or additional to those available to Xxxxxxx and that joint representation would be inappropriate), and to compromise or settle such Action or Proceeding, which compromise or settlement shall be made only with the Indemnitor shall, in any event, have the right to control the defense written consent of the claim or action. The failure of an subject Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise(and, except if different, DIS and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalDigirad Corporation), such approval consent not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse subject Indemnitee (and, if different, DIS and Digirad Corporation) may withhold such consent if such compromise or settlement would materially adversely affect the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any conduct of the assets business of any of the subject Indemnitee, DIS and/or Digirad Corporation. Notwithstanding the Indemnitor shall immediately upon foregoing, the subject Indemnitee (and, if different, DIS and Digirad Corporation) may not withhold consent if such entry compromise or attachment pay such judgment in full or discharge such lien unlesssettlement includes an unconditional release of claims against the subject Indemnitee (and, at the expense if different, DIS and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayedDigirad Corporation). If and when a final judgment is rendered in any (i) Xxxxxxx fails to assume the defense of such action, the Indemnitor shall forthwith pay such judgment Action or discharge such lien before any Indemnitee is compelled to do so.Proceeding within

Defense of Claims. Promptly after the receipt by Xxxxxxxx-Xxxxxxxx of notice or discovery of any claim, damage or legal action or proceeding giving rise to indemnification rights under this Section 9.02, Xxxxxxxx-Xxxxxxxx will give the Genisys Shareholders and, if applicable, the Escrow Agent (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide as such term is defined in the other party or parties (the "Indemnitor"Escrow Agreement) written notice of any claim such claim, damage, legal action or action by proceeding (for purposes of this Section 9.02, a third party for which an Indemnitor may be liable under the terms "Claim") in accordance with Section 9.02 of this Agreement. Within seven days of delivery of such written notice, within ten all (10but not less than all) days after of the Genisys Shareholders may, with Xxxxxxxx-Xxxxxxxx'x written consent, which shall not be unreasonably withheld, at the expense of the Genisys Shareholders, elect to take all necessary steps properly to contest any Claim involving third parties or to prosecute or defend such claim Claim to conclusion or action arises and is known settlement. If the Genisys Shareholders make the foregoing election, then the Genisys Shareholders will take all necessary steps to Indemniteecontest any such Claim or to prosecute or defend such Claim to conclusion or settlement, and (ii) shall give will notify Xxxxxxxx-Xxxxxxxx of the Indemnitor a reasonable opportunity progress of any such Claim, will permit Xxxxxxxx-Xxxxxxxx, at its expense, to participate in any proceedings such prosecution or defense (PROVIDED, HOWEVER, that if a conflict of interest exists which would make it inappropriate, in the reasonable opinion of Xxxxxxxx-Xxxxxxxx, for the same counsel to represent both Xxxxxxxx-Xxxxxxxx and to settle or defend any the Genisys Shareholders in the resolution of such claim or action. The Claim, then Xxxxxxxx-Xxxxxxxx may retain separate counsel, the fees and expenses of all proceedings, contests or lawsuits with respect to such claims or actions which shall not be borne by Xxxxxxxx-Xxxxxxxx but shall instead be borne by the IndemnitorGenisys Shareholders) and will provide Xxxxxxxx-Xxxxxxxx with reasonable access to all relevant information and documents relating to the Claim and the Genisys Shareholders' prosecution or defense thereof. If any Genisys Shareholder does not make such election, then Xxxxxxxx-Xxxxxxxx shall be free to handle the Indemnitor wishes to assume the defense of such claim prosecution or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim Claim, will take all necessary steps to contest any such Claim involving third parties or liabilityto prosecute or defend such Claim to conclusion or settlement, through counsel reasonably satisfactory will notify the Genisys Shareholders of the progress of any such Claim, and will permit the Genisys Shareholders, at the expense of the Genisys Shareholders (which expense shall be paid for from sources other than the Escrow Shares), to the Indemnitee, provided that Indemnitee may participate in such prosecution or defense at their own expenseand will provide the Genisys Shareholders with reasonable access to all relevant information and documents relating to the Claim and Xxxxxxxx-Xxxxxxxx'x prosecution or defense thereof. In either case, the party not in control of a Claim will fully cooperate, and will cause its counsel, if any, to fully cooperate, with the Indemnitor shall, other party in any event, have the right to control conduct of the prosecution or defense of the claim such Claim. Neither party will compromise or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, settle any such claim Claim without the written consent of either Xxxxxxxx-Xxxxxxxx (if the Genisys Shareholders defend the Claim) or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and Genisys Shareholders (if Xxxxxxxx-Xxxxxxxx defends the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalClaim), such approval consent not to be unreasonably withheld; provided, however, that . For purposes of any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails Claims arising out of or relating to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal Section 9.02 and otherwise, incurred by the Indemnitee payable in connection accordance with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderEscrow Agreement, or any lien attaches to any Xxxxx X. Xxxxxx shall act as Representative of the assets of any of Genisys Shareholders, and Xxxxx X. Xxxxxx is duly authorized to be such Representative and may bind the Indemnitee, the Indemnitor shall immediately upon Genisys Shareholders for such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do sopurposes.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be ----------------- instituted, or parties (the "Indemnitor") written notice of any claim or action demand made by a third party Person, against any Indemnified Party in respect of which the Stockholders or may be liable hereunder, such Indemnified Party shall give prompt written notice thereof to the Stockholders and, except as otherwise provided in Section 8.4 below, the ----------- Stockholders shall have the right to defend any litigation, action, suit, demand, or claim for which an Indemnitor Indemnified Party may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemniteeseek indemnifications, and (ii) such Indemnified Party shall give extend reasonable cooperation in connection with such defense, which shall be at the Indemnitor Stockholders' expense. In the event the Stockholders fail or refuse to defend the same within a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses length of all proceedingstime, contests or lawsuits with respect to such claims or actions the Indemnified Parties shall be borne by entitled to assume the Indemnitordefense thereof, and the Stockholders shall be jointly and severally liable to repay the Indemnified Parties for all reasonably incurred Indemnifiable Costs. If the Indemnitor wishes Stockholders shall not have the right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with the Indemnitor shall give written notice to preceding sentence, the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor Indemnified Parties shall, in any eventat the Stockholders' expense, have the absolute right to control the defense of such litigation, action, suit, demand, or claim, but the claim Stockholders shall be entitled, at their own expense, to participate in such litigation, action, suit, demand, or actionclaim. The failure of an Indemnitee party controlling any defense pursuant to give any notice required by this Section 8.2 shall not affect any of such party's rights under this Section deliver, or otherwise, except and cause to be delivered to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of----------- other party, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount copies of all expensescorrespondence, legal and otherwisepleadings, incurred by the Indemnitee motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of any such litigation, action, suit, demand or claim, and timely notice of any hearing or other court proceeding relating to such litigation, action, suit, demand or claim. Notwithstanding the forgoing, in no event will the party controlling any defense pursuant to this Section 8.2 settle any litigation, action, suit, demand or claim without the ----------- prior written consent of the non- controlling party, unless such settlement provides for the unqualified, absolute and complete release of such claim or action. (c) If a all claims against the non-appealable judgment is rendered against any Indemnitee controlling party and results in any action covered by no monetary or equitable liability to the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do sonon-controlling party.

Defense of Claims. (a) Each In the event that any Purchaser Indemnitee or Seller Indemnitee shall incur any Losses in respect of which indemnification may be sought by such party pursuant to this Article X, the party seeking such indemnification hereunder (an "the “Indemnitee"): (i”) shall provide the other party or parties assert a claim for indemnification by giving prompt written notice thereof (the "“Notice”), which shall describe in reasonable detail the facts and circumstances upon which the asserted claim for indemnification is based, to the party providing indemnification (Purchaser or the Sellers, as the case may be, the “Indemnitor"”) and, in the case of a Purchaser Indemnitee, to the Escrow Agent, and shall thereafter keep the Indemnitor reasonably informed with respect thereto; provided that failure of the Indemnitee to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent (and only to the extent) that the Indemnitor is actually and materially prejudiced by such failure. In case any third party claim is asserted or third party action or proceeding is brought against any Indemnitee in respect of which indemnification may be sought by the Indemnitee pursuant to this Article X (a “Third Party Claim”), the Indemnitor shall have the right to assume, conduct and control the defense, compromise or settlement thereof, by written notice to the Indemnitee of its intention to do so within thirty (30) days after receipt of the Notice, at the Indemnitor’s own expense, and thereupon to prosecute in the name and on behalf of the Indemnitee any claim available cross-claims, counter-claims or action by a third party for which an claims arising with respect to the Third Party Claim; provided that, prior to the Indemnitor may be liable under assuming control of such defense it shall first confirm to the terms of Indemnitee in writing that, subject to the limitations set forth in this Agreement, within ten (10) days after the Indemnitee shall be entitled to indemnification in respect of such claim or action arises and is known to IndemniteeThird Party Claim; provided, and (ii) shall give that, the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses shall not have the right without the prior written consent of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes Indemnitee to assume the defense of any Third Party Claim if such claim Third Party Claim (i) relates to any actual or alleged criminal proceeding, action, indictment, allegation or investigation or (ii) seeks an injunction or equitable relief against the Indemnitee that would reasonably be expected to be material. If the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liabilityThird Party Claim, through counsel reasonably satisfactory (i) the Indemnitee shall not consent to the Indemniteeentry of any judgment or enter into any settlement with regards to such Third Party Claim without the prior written consent of the Indemnitor and (ii) the Indemnitor shall not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, provided that conditioned or delayed) unless in the case of clause (ii), the judgment or settlement provides solely for the payment of money by the Indemnitor (or, in the case of the Sellers, the Escrow Agent from the Escrow Account for an amount less than the Escrow Amount then in the Escrow Account), the Indemnitor makes (or instructs the Escrow Agent to make) such payment (excluding, in all cases, any applicable Deductible portion to be paid or borne by an Indemnitee may participate in such defense at their own expense, under Section 10.4(c)) and the Indemnitee receives an unconditional release with respect to such Third Party Claim. Notwithstanding the assumption by the Indemnitor shall, in any event, have the right to control of the defense of the claim or action. The failure of an Indemnitee to give any notice required by Third Party Claim as provided in this Section 10.3(a), and without limiting the Indemnitor’s right to assume, conduct and control the defense, compromise or settlement thereof, the Indemnitee shall not affect any be permitted to join in the defense of such party's rights under this Section or otherwise, except Third Party Claim and to employ counsel at its own expense; provided that if the extent Indemnitor assumes control of such defense and the Indemnitee has been advised by counsel in writing that the Indemnitor and the Indemnitee have an actual conflict with respect to such failure is actually prejudicial Proceeding, the reasonable fees and expenses of counsel to the rights or obligations Indemnitee solely in connection with such Proceeding shall be considered “Losses” for purposes of the Indemnitorthis Agreement. (b) If the Indemnitor shall fail to notify the Indemnitee of its desire to assume the defense of any such Third Party Claim within the prescribed thirty (30) day period set forth in Section 10.3(a), or shall notify the Indemnitee that it will not assume the defense ofof any such Third Party Claim, or if after so assuming it the Indemnitor shall fail to defend, conduct the defense of any such claim or actionThird Party Claim in good faith and at its expense, and such failure continues for more than ten (10) days after written notice thereof from the Indemnitee to the Indemnitor, then the Indemnitee may defend against assume the defense of any such claim or action Third Party Claim in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by place of the Indemnitor if the Indemnitor fails to object thereto, by giving written notice to the IndemniteeIndemnitor, within fifteen (15) days after in which event it shall act in good faith and use commercially reasonable efforts to conduct the Indemnitor's receipt of a written summary defense of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expensesThird Party Claim, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon be bound by any determinations made in any litigation with respect to such entry Third Party Claim or attachment pay any settlement thereof effected by the Indemnitee; provided that any such judgment in full determinations or discharge such lien unless, at settlement shall not affect the expense and direction right of the IndemnitorIndemnitor to dispute the Indemnitee’s claim for indemnification under the terms of Section 10.1 or Section 10.2; and provided, an appeal is taken under which further, that nothing shall prohibit the execution of the judgment Indemnitee from taking any action required or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, reasonable pending the Indemnitor shall forthwith pay informing the Indemnitee of its decision to assume or not assume such judgment or discharge such lien before any Indemnitee is compelled to do sodefense.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of Should any claim or action by a third party arise after the Closing Date for which an Indemnitor may be is liable under the terms of this Agreement, the Indemnitee shall notify Indemnitor within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee Indemnitees within ten (10) days after notice from the Indemnitee Indemnitees of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liabilityaction, through counsel reasonably satisfactory to the IndemniteeIndemnitees, provided that Indemnitee Indemnitees may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee Indemnitees may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation action on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the IndemniteeIndemnitees, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee Indemnitees for the amount of all expenses, legal and otherwise, incurred by the Indemnitee Indemnitees in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee of the Indemnitees in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the IndemniteeIndemnitees, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee of the Indemnitees is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action Action by a third ----------------- party arises after the date hereof for which an Indemnitor any party may be liable to indemnify another party under the terms of this Agreement, then the Indemnitee shall notify the Indemnitor within ten (10) days a reasonable time after such claim or action Action arises and is known to the Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity opportunity: (i) to participate in conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee; (ii) to take all other required steps or proceedings to settle or defend any such claim or action. Action; and (iii) to employ counsel to contest any such claim or Action in the name of the Indemnitee or otherwise. (b) The expenses of all proceedings, contests or lawsuits with respect to such claims or actions Actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or actionAction, then the Indemnitor shall give written notice to the Indemnitee within ten (10) 30 days after notice from the Indemnitee of such claim or actionAction (unless the claim or action reasonably requires a response in less than 30 days after the notice is given to the Indemnitor, in which event the Indemnitor shall notify the Indemnitee at least 10 days prior to such reasonably required response date), and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, ; provided that the Indemnitee may participate in such defense at their its own expense, and the Indemnitor shall, in any event, . The Indemnitee shall have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section Action unless and until the Indemnitor shall not affect any (i) assume the defense of such party's rights under this Section claim or otherwiseAction, except and (ii) acknowledge in writing to the extent Indemnitee that such failure is actually prejudicial the Indemnitor shall be obligated under the terms of its indemnity hereunder to the rights Indemnitees in connection with such claim or obligations of the IndemnitorAction. (bc) If the Indemnitor shall does not assume the defense of, or if after so assuming it shall fail the Indemnitor fails to defend, any such claim or actionAction, the then Indemnitee may defend against any such claim or action Action in such manner as they the Indemnitee may deem appropriate and (provided that the Indemnitees Indemnitor may participate in such defense at its own expense) provided that the Indemnitee may not settle such claim or litigation on such terms as they may deem appropriate but subject to Action without the Indemnitor's approvalprior written consent, such approval which will not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by and the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, reasonably and necessarily incurred by the Indemnitee in connection with the defense against and settlement of such claim or actionAction. If no settlement of such claim or Action is made, the Indemnitor shall satisfy any judgment rendered with respect to such claim or in such Action, before the Indemnitee is required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnitee in the defense of such claim or Action. (cd) If a non-appealable judgment an Order is rendered against any the Indemnitee in any action Action covered by the indemnification hereunder, or any lien Lien in respect of such Order attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay any amount required by such judgment Order in full full, or discharge such lien Lien unless, at the expense and direction request of the Indemnitor, an appeal is taken under which the execution of the judgment Order or satisfaction of the lien Lien is stayed. If and when a final judgment Order is rendered in any such actionAction, the Indemnitor shall forthwith pay any amount required by such judgment Order or discharge such lien Lien before any the Indemnitee is compelled to do so. (e) Sellers and the Xxxx Shareholders hereby irrevocably appoint Xxxxx X. Xxxx ("AGENT") as their agent and attorney-in-fact, with full power to negotiate and settle claims for indemnification under ARTICLE 5 hereof, and to perform any other act arising under or pertaining to this Agreement, and the transactions contemplated hereby. The appointment of Agent being coupled with an interest, it shall be irrevocable and shall be binding upon Sellers and the Xxxx Shareholders and their respective heirs, personal representatives, successors and assigns, and shall not be revoked by the dissolution, death or incapacity of any thereof, provided that Sellers and the Xxxx Shareholders may, by written notice to Purchaser and duly executed by each Seller and Xxxx Shareholder, designate a new Agent, any such notice to become effective two (2) business days after the actual receipt thereof by Purchaser. Any notice to the Agent provided in accordance with this Agreement shall be effective as notice upon each Seller and Xxxx Shareholder.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written If any Indemnitee receives notice of any claim or action legal proceeding by a third Person who is not a party for to this Agreement (a “Third Party Claim”) which an Indemnitor may be liable under the terms of this Agreementis reasonably likely to give rise to any Claim and Liabilities, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) Indemnitee shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give promptly deliver written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or actionIndemnitor. In connection with any Third Party Claim, and the Indemnitor shall thereafter may, upon written notice to the Indemnitee, assume the defense of any such claim or liabilitylegal proceeding, through counsel reasonably satisfactory the costs and expenses of which defense shall be paid by the Indemnitor, if the Indemnitor acknowledges to the IndemniteeIndemnitee in writing the Indemnitor’s obligation to indemnify the Indemnitee with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement). If, provided that Indemnitee may participate in such defense at their own expensehowever, and the Indemnitor shallfails or refuses to undertake the defense of such Third Party Claim prior to the earlier of (a) 30 days after written notice of such claim has been delivered to the Indemnitor by the Indemnitee or (b) the last date of any statutorily-provided time period within which any answer, in or other form of response, is be filed with any eventcourt of law, the Indemnitee shall have the right to control undertake the defense, compromise and settlement of such Third Party Claim with counsel of its own choosing. The Indemnitor shall be entitled to all information reasonably related to a Third Party Claim in Indemnitee’s possession or control. Failure of the Indemnitee to furnish written notice to the Indemnitor of a Third Party Claim shall not release the Indemnitor from its obligations hereunder, except to the extent it is prejudiced by such failure. If the Indemnitor assumes the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or actionlegal proceeding, the Indemnitee it may defend against any use counsel of its choice to prosecute such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but defense, subject to the Indemnitor's approvalapproval of such counsel by the Indemnitee, such which approval shall not to be unreasonably withheldwithheld or delayed. The Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its counsel at its own expense; provided, however, that any an Indemnitee (together with all other Indemnitees that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the Indemnitor, if representation of such settlement shall be deemed approved Indemnitee by the counsel retained by the Indemnitor if would be inappropriate due to actual or potential different interests between such Indemnitee and any other party represented by such counsel in such proceeding. If the Indemnitor fails assumes the defense of any such claim or legal proceeding, the Indemnitor shall take all reasonable steps necessary to object thereto, by written notice to pursue the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of resolution thereof in a written summary of such settlementprompt and diligent manner. The Indemnitor shall promptly reimburse be entitled to consent to a settlement of, or the Indemnitee for the amount stipulation of all expensesany judgment arising from, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of any such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by legal proceeding, with the indemnification hereunder, or any lien attaches to any of the assets of any consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. Notwithstanding the Indemnitor foregoing, however, the Indemnitee shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at be entitled to the expense and direction control of the Indemnitordefense or any such action if it is reasonably likely to result in liabilities which, an appeal taken with other then existing claims by any other Indemnitee under this Section 14, would not be fully indemnified hereunder, unless the amount that would be indemnified hereunder is taken under which the execution more than 50% of the judgment or satisfaction likely amount of the lien is stayedliabilities in such action. If and when a final judgment the Indemnitee is rendered in any such entitled to control the defense of an action, the Indemnitor Indemnitee shall forthwith pay be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such judgment claim or discharge legal proceeding, with the consent of Indemnitor, which consent shall not be unreasonably withheld or delayed. The party controlling the defense of a Third Party Claim shall keep the other parties fully informed of the defense of any such lien before any Indemnitee Third Party Claim. In the event that more than one Major Stockholder is compelled obligated to do soprovide joint indemnification hereunder, the Major Stockholders with a majority in interest, as among such obligated Major Stockholders, based upon the actual amount of Merger Consideration and Contingent Payments received by such Major Stockholder as compared to the Merger Consideration and Contingent Payments received by all the Major Stockholders, shall control such indemnification.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action by a third party arises after the Closing Date for which an Indemnitor may be is liable under the terms of this Agreement, then the Indemnitee shall notify the Indemnitor within ten twenty (1020) days after such claim or action arises and is known to Indemnitee, the Indemnitee and (ii) shall give the Indemnitor a reasonable opportunity opportunity: (i) to participate take part in any examination of any books and records; (ii) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee; (iii) to take all other required steps or proceedings to settle or defend any such claim or action. The expenses ; and (iv) to employ counsel to contest any such claim or action in the name of all proceedings, contests the Indemnitee or lawsuits with respect to such claims or actions shall be borne by the Indemnitorotherwise. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor it shall give written notice to the Indemnitee and within ten (10) days after notice from the thereafter, Indemnitee of such claim or actionshall permit, and the Indemnitor shall thereafter assume assume, the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, ; provided that the Indemnitee may participate in such defense at their its own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, of any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they it may deem appropriate and (provided that the Indemnitees Indemnitor may settle participate in such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withhelddefense at its own expense); provided, however, that any the Indemnitee may not settle such settlement shall be deemed approved by claim or action, without the Indemnitor if the Indemnitor fails to object thereto, by prior written notice to the Indemnitee, within fifteen (15) days after consent of the Indemnitor's receipt of a written summary . If no settlement of such settlement. The Indemnitor claim or action is made, the Indemnitor, shall promptly reimburse satisfy any judgment rendered with respect to such claim or in such action, before the Indemnitee for the amount of is required to do so, and pay all expenses, legal and or otherwise, including attorneys' fees and costs reasonably and necessarily incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. You agree that, during the term of this Agreement and for a period of two (a2) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide years after the other party or parties (date of termination, upon request from the "Indemnitor") written notice Company, you will reasonably cooperate with the Company and its affiliates in the defense of any claim claims or action by a third party for which an Indemnitor actions that may be liable under made by or against the terms Company or any of this Agreementits affiliates that affect your prior areas of responsibility, within ten (10) days after such claim except if your reasonable interests are adverse to the Company or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate its affiliates in any proceedings and to settle or defend any such claim or action. The expenses To the extent travel is required to comply with the requirements of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or actionthis covenant, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor Company shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial possible, provide you with notice at least 15 business days prior to the rights date on which such travel would be required. The Company agrees to promptly pay or obligations reimburse you upon demand for all of the Indemnitor. (b) If the Indemnitor shall not assume the defense ofyour reasonable travel and other direct expenses incurred, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; providedreasonably incurred, howeverto comply, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object theretowith your obligations under this section. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, by written notice to the IndemniteeWITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW. THE EXCLUSIVE VENUE FOR CONDUCTING ANY LEGAL ACTION, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlementSUIT, OR PROCEEDING WITH RESPECT TO THE ENFORCEMENT OF OR ANY MATTER ARISING UNDER OR IN CONNECTION WITH, OR CONTEMPLATED BY THIS AGREEMENT, INCLUDING THE CONDUCT OF ANY ARBITRATION OR OTHER ALTERNATIVE DISPUTE RESOLUTION PROCEEDINGS, SHALL BE XXXXXX COUNTY, TEXAS, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN XXXXXX COUNTY, TEXAS IN ANY SUIT, ACTION OR PROCEEDING AND WAIVES ANY OBJECTION BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expensesIN ADDITION, legal and otherwiseEACH PARTY HEREBY IRREVOCABLY WAIVES, incurred by the Indemnitee in connection with the defense and settlement of such claim or actionTO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION TO VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY JUDGMENT ENTERED BY ANY COURT IN RESPECT THEREOF IN THE SPECIFIED COURTS, AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking If any Indemnitee receives notice of the assertion of any Indemnifiable Loss or of the commencement of any suit, action or proceeding made or brought by any Person who is not an Indemnitee (a “Third-Party Claim”) with respect to which indemnification hereunder (is to be sought from an "Indemnitee"): (i) Indemnifying Party, the Indemnitee shall provide the other party or parties (the "Indemnitor") give such Indemnifying Party reasonably prompt written notice thereof, but in no event later than twenty (20) Business Days after the Indemnitee’s receipt of any claim notice of such Third-Party Claim. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or action by a third party for which an Indemnitor may be liable under incurred by the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) . The Indemnifying Party shall give have the Indemnitor a reasonable opportunity right to participate in any proceedings and or, by giving written notice to settle or defend any such claim or action. The expenses of all proceedingsthe Indemnitee, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes elect to assume the defense of any Third-Party Claim at such claim or action, the Indemnitor shall give written notice Indemnifying Party’s expense and by such Indemnifying Party’s own counsel. If an Indemnifying Party elects not to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any Third-Party Claim, the Indemnitee may defend, compromise or settle such claim or liabilityThird-Party Claim with counsel selected by it, through counsel reasonably satisfactory provided that, without the prior written consent of the Indemnifying Party, the Indemnitee shall not agree to the Indemniteeentry of any judgment with respect to, provided that Indemnitee may participate in such defense at their own expenseor any compromise or settlement of, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the IndemnitorThird-Party Claim. (b) If the Indemnitor Indemnifying Party undertakes, conducts and controls the conduct and settlement of such action or suit, (i) the Indemnifying Party shall not assume thereby permit to exist any Encumbrance upon any asset of the defense of, Indemnitee; (ii) the Indemnifying Party shall not consent to any settlement that does not include as an unconditional term thereof the giving of a complete release from Liability with respect to such action or if after so assuming it suit to the Indemnitee; and (iii) the Indemnifying Party shall fail permit the Indemnitee to defendparticipate in such conduct or settlement at such Indemnitee’s expense and by such Indemnitee’s counsel. (c) Subject to Section 8.3, any claim by an Indemnitee on account of an Indemnifiable Loss which does not constitute a Third-Party Claim (a “Direct Claim”) shall be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, in no event later than forty (40) Business Days after the Indemnitee becomes aware of such Direct Claim, stating the nature of such claim or actionin reasonable detail and indicating the estimated amount, if practicable, of such Indemnifiable Loss. The Indemnifying Party shall have a period of forty (40) Business Days within which to respond to such Direct Claim. If the Indemnifying Party fails to respond during such forty (40) Business Day period, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement Indemnifying Party shall be deemed approved by the Indemnitor if the Indemnitor fails to object theretohave accepted such claim and, by written notice subject to the Indemniteethis Article VIII, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by Indemnifiable Losses set forth in the Indemnitee in connection with the defense and settlement of such claim or actionIndemnitee’s notice. (cd) If a non-appealable judgment is rendered against any Indemnitee A failure to give timely notice as provided in any action covered by this Section 8.2 shall not affect the indemnification hereunder, rights or any lien attaches to any of the assets obligations of any Party hereunder except to the extent that the Party which was entitled to receive such notice was actually prejudiced as a result of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do sofailure.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party Should any claim, action or parties (the "Indemnitor") written notice of any claim proceeding by or action by involving a third party arise after the Closing Date for which an Indemnitor may be Sellers are liable under the terms of this Agreement, Buyer shall notify Sellers within ten (10) days a reasonable time after such claim (but in all events at least 10 business days prior to the date when any responses or other documents are required to be filed in connection with such claim, action or proceeding), action or proceeding arises and is known to IndemniteeBuyer, and if Sellers shall admit in writing their indemnification obligation in respect thereof, Buyer shall give Sellers a reasonable opportunity: (i) to take part in any examination of the books and records of Buyer and the Company; (ii) shall give the Indemnitor a reasonable opportunity to participate in conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend Buyer or the Company or prosecute any claim, action, counterclaim or other proceeding with respect thereto; (iii) to take all other required steps or proceedings to settle or defend any such claim claim, action or actionproceeding; and (iv) to employ counsel to contest any such claim, action or proceeding in the name of Buyer, the Company, or otherwise. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the IndemnitorSellers. If the Indemnitor wishes Sellers wish to assume the defense of such claim or action, the Indemnitor they shall give written notice to the Indemnitee Buyer admitting their indemnification obligation in respect thereof and stating that they intend to assume such defense within ten (10) 15 days after notice from the Indemnitee Buyer of such claim or actionaction (unless the claim or action reasonably requires a response in less than 15 days after the notice is given to Sellers, in which event they shall notify Buyer at least five days prior to such reasonably required response date), and the Indemnitor Seller shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, Buyer; provided that Indemnitee Buyer or the Company may participate in such defense at their its own expense, and the Indemnitor shallexpense but, in any event, Sellers shall have the right to control the defense of the right, as long as they are actively defending any claim or action, to control such defense. The failure Buyer shall afford Sellers' counsel designated by them and other authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwisethe Company, except and to the extent that personnel of the Company, and shall otherwise use all reasonable efforts to cooperate with Sellers, such failure is actually prejudicial to counsel and such other authorized representatives in connection with the exercise of the rights or obligations of the IndemnitorSellers pursuant to this Section 8.09. (b) If the Indemnitor Sellers shall not assume the defense of, or if after so assuming it they shall fail to actively defend, any such claim or action, Buyer or the Indemnitee Company may defend against any such claim or action in such manner as they may deem appropriate appropriate, and Buyer or the Indemnitees Company may settle such claim or litigation on such terms as they may deem appropriate but subject to appropriate, and Sellers promptly shall reimburse Buyer or the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee Company for the amount of such settlement and for all expenses, legal and otherwise, reasonably and necessarily incurred by Buyer or the Indemnitee Company in connection with the defense against and settlement of such claim or action. If no settlement of such claim or litigation is made, Sellers shall satisfy any judgment rendered with respect to such claim or in such action, before Buyer or the Company is required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by Buyer or the Company in the defense against such claim or litigation. (c) If a non-appealable judgment is rendered against any Indemnitee Buyer or the Company in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of Buyer or the IndemniteeCompany, the Indemnitor shall Sellers immediately upon such entry or attachment shall pay such judgment in full or discharge such lien unless, at the Sellers' expense and direction of the Indemnitordirection, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor Sellers shall forthwith pay such judgment or discharge such lien before any Indemnitee Buyer or the Company is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written Upon receipt by Indemnitor of a notice of from Indemnitee with respect to any claim or action by of a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to against Indemnitee, and acknowledgment by Indemnitor (iiwhether after resolution of a dispute or otherwise) shall give the Indemnitor a reasonable opportunity of Indemnitee's right to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits indemnification hereunder with respect to such claims claim, Indemnitor shall assume the defense of such claim with counsel reasonably satisfactory to Indemnitee, with the fees and expenses of such counsel to be paid by Indemnitor, and Indemnitee shall cooperate to the extent reasonably requested by Indemnitor in defense or actions prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be borne reasonably requested by the IndemnitorIndemnitor in connection therewith. If the Indemnitor wishes shall acknowledge Indemnitee's right to indemnification and elect to assume the defense of such claim or actionclaim, Indemnitee shall have the Indemnitor shall give written notice right to employ its own counsel in any such case, but the Indemnitee within ten (10) days after notice from the Indemnitee fees and expenses of such claim or action, and counsel shall be at the expense of Indemnitee. If Indemnitor shall thereafter assume has assumed the defense of any such claim or liability, through counsel reasonably satisfactory to the against Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, shall have the right to control the defense of the settle any claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwisefor which indemnification has been sought and is available hereunder; provided that, except and to the extent that such failure is actually prejudicial settlement requires Indemnitee to the rights take, or obligations of the Indemnitor. (b) If the prohibits Indemnitee from taking, any action or purports to obligate Indemnitee, then Indemnitor shall not settle such claim without the prior written consent of Indemnitee. If Indemnitor does not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor third party claim and disputes Indemnitee's right to indemnification, Indemnitee shall promptly reimburse have the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee right to participate in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any through counsel of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unlessits choice, at Indemnitor's expense (such expenses to be paid on a timely, as-accrued basis), and Indemnitee shall have control over the expense litigation and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any authority to resolve such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled claim subject to do sothis Article VIII.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be instituted, ----------------- or parties (the "Indemnitor") written notice of any claim or action by a third party for demand made, against any Indemnified Party in respect of which an Indemnitor the Stockholders may be liable under hereunder, such Indemnified Party shall give prompt written notice thereof to the terms Stockholders and, except as otherwise provided in Section 8.5 below, the Stockholders shall have the right to defend ----------- any litigation, action, suit, demand, or claim for which they may seek indemnification unless, in the reasonable judgment of this Agreementthe Buyer, within ten (10) days after such claim litigation, action, suit, demand, or action arises and is known to Indemniteeclaim, or the resolution thereof, would have an ongoing effect on the Buyer, the Company or its successors, and such Indemnified Party shall extend reasonable cooperation in connection with such defense, which shall be at the Stockholders' expense. In the event the Stockholders fail to defend the same within a reasonable length of time, the Indemnified Parties and/or the Company (iias appropriate) shall give be entitled to assume the Indemnitor a reasonable opportunity to participate in any proceedings defense thereof, and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions the Stockholders shall be borne by liable to repay the IndemnitorIndemnified Parties and/or the Company (as appropriate) for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If the Indemnitor wishes Stockholders shall not have the right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sentences, the Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of and to settle, with the claim or action. The failure consent of an Indemnitee to give any notice required by this Section the Stockholders, which consent shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, howeversuch litigation, that any such settlement action, suit, demand, or claim, but the Stockholders shall be deemed approved by the Indemnitor if the Indemnitor fails entitled, at their own expense, to object theretoparticipate in such litigation, by written notice to the Indemniteeaction, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expensessuit, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderdemand, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soclaim.

Defense of Claims. Whenever any Claim shall arise for indemnification hereunder, the party entitled to indemnification (a) Each party seeking indemnification hereunder (an "the “Indemnitee"): (i”) shall provide notify the other indemnifying party or parties (the "“Indemnitor"”) written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, in writing within ten (10) 30 days after the Indemnitee has actual knowledge that it is entitled to indemnification of such claim or action arises and is Claim constituting the basis for such Claim (the “Notice of Claim”). The Notice of Claim shall specify all facts known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect Indemnitee giving rise to such claims indemnification claim and the amount or actions shall be borne by an estimate of the Indemnitoramount of the liability arising therefrom. If the Indemnitor wishes facts giving rise to assume the defense of any such indemnification shall involve any actual, threatened or possible claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of demand by any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend person against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon be entitled (without prejudice to the right of the Indemnitee to participate at its expense through co-counsel of its own choosing) to contest or defend such entry or attachment pay such judgment in full or discharge such lien unless, claim at the his expense and direction through counsel of his own choosing if he gives written notice of his intention to do so to the Indemnitee within 10 days after receipt of the Notice of Claim; provided that Indemnitor diligently prosecutes or defends such claim. The Indemnitee shall not settle any claim that would give rise to liability on the part of the Indemnitor under the indemnity contained in this Section without the written consent of the Indemnitor, an appeal which consent shall not unreasonably be withheld. If a firm offer is taken under which made to settle a claim or litigation defended by the execution Indemnitee and the Indemnitor refuses to accept such offer within 20 days after receipt of written notice from the Indemnitee of the judgment terms of such offer, then, in such event, the Indemnitee shall continue to contest or defend such claim and shall be indemnified pursuant to the terms hereof. If a firm offer is made to settle a claim or litigation and the Indemnitor notifies the Indemnitee in writing that the Indemnitor desires to accept and agree to such settlement, but the Indemnitee elects not to accept or agree to it, the Indemnitee may continue to contest or defend such claim or litigation and in such event, the total maximum liability of the Indemnitor to indemnify or otherwise reimburse the Indemnitee hereunder with respect to such claim or litigation shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) to the date of notice that the Indemnitor desires to accept such settlement. Notwithstanding any provision of this Agreement to the contrary, neither Shoom Stockholders’ nor MergerSub’s maximum liability for indemnification shall exceed a total of five million five hundred thousand dollars ($5,500,000). Further, notwithstanding anything in this Agreement to the contrary, no Shoom Stockholder shall have any liability for indemnity obligations in excess of such Shoom Stockholder’s pro-rata portion of the total liability for such indemnity, based upon the relative numbers of Shoom Shares held by the Shoom Stockholders. For example, if the total aggregate indemnity liability of the Shoom Stockholders as a group is $1,000,000, and a Shoom Stockholder held 10% of the Shoom Shares, such Shoom Stockholder’s maximum liability for indemnification shall be $100,000. Notwithstanding any provision of this Agreement to the contrary, no claim for indemnification pursuant to this Section 5 by the Indemnitee shall be asserted or claimed except for the amount of such Claim in excess of the aggregate, the sum of $25,000 (the “Shoom Stockholders’ Basket”). Any Loss suffered by MergerSub for payment of any insurance deductible in connection with any proceedings shall be excluded from the Shoom Stockholders’ Basket. All claims for indemnification against the Shoom Stockholders shall be satisfied by the Shoom Stockholders on a pro-rata basis first by forfeiture of Escrow Shares and Escrow Cash held pursuant to Section 1(i) and if not satisfied thereby, by forfeiture of additional Consideration Shares. For purposes of determining the number of Escrow Shares or other Consideration Shares to be forfeited in order to satisfy a claim for indemnity, any Escrow Shares or Consideration Shares that are forfeited in satisfaction of indemnity obligations shall be deemed to have a value of the lien is stayedgreater of (i) two dollars ($2.00) per share, or (ii) the average closing price of such Sysorex Shares for the ten (10) trading days preceding the date on which such shares are forfeited in satisfaction of indemnity obligations. If and when a final judgment is rendered Notwithstanding the above, any Shoom Stockholder shall be entitled to elect to satisfy some or all of such Shoom Stockholder’s indemnity obligations hereunder in any such action, the Indemnitor shall forthwith pay such judgment cash rather than through forfeiture of Escrow Shares or discharge such lien before any Indemnitee is compelled to do soother Consideration Shares.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be -------------------- instituted, or parties (the "Indemnitor") written notice of any claim or action by a third party for demand made, against any Indemnified Party in respect of which an Indemnitor the Sellers may be liable under hereunder, such Indemnified Party shall give prompt written notice thereof to the terms Sellers and, except as otherwise provided in Section 8.4 below, the Sellers shall have the right to defend, or ----------- cause the Company or its successors to defend, any litigation, action, suit, demand, or claim for which it may seek indemnification unless, in the good faith judgment of this AgreementBuyer following consultation with the Sellers, within ten (10) days after such claim litigation, action, suit, demand, or action arises and is known to Indemniteeclaim, or the resolution thereof, would have an ongoing material business effect on Global or Buyer, the Company or its successors, and (ii) such Indemnified Party shall give extend reasonable cooperation in connection with such defense, which shall be at the Indemnitor Sellers' expense. In the event the Sellers fail or refuse to defend the same within a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses length of all proceedingstime, contests or lawsuits with respect to such claims or actions the Indemnified Parties shall be borne by entitled to assume the Indemnitordefense thereof, and the Sellers shall be jointly and severally liable to repay the Indemnified Parties for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If the Indemnitor wishes Sellers shall not have the right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sentences, the Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the absolute right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that settle, in Indemnified Parties' sole discretion such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense oflitigation, action, suit, demand, or if after so assuming it claim, but each Seller shall fail be entitled, at his own expense, to defendparticipate in such litigation, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalsuit, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderdemand, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soclaim.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) Whenever any Claim shall provide be made that alleges a Loss for which indemnification would be payable hereunder, the other party or parties entitled to indemnification (the "“Indemnitee”) shall notify the indemnifying party (the “Indemnitor"”) written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, in writing within ten (10) 30 days after the Indemnitee has actual knowledge of such claim or action arises and is Claim (the “Notice of Claim”). The Notice of Claim shall specify all facts known to Indemnitee, the Indemnitee giving rise to such Claim and a detailed breakdown of the amount or an estimate of the amount of the Loss arising therefrom. (ii) shall give If the Indemnitor a reasonable opportunity facts giving rise to participate in any proceedings and to settle or defend any such Claim shall involve any actual, threatened or possible claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne demand by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend person against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon be entitled (without prejudice to the right of the Indemnitee to participate at its expense through co-counsel of its own choosing) to contest or defend such entry or attachment pay such judgment in full or discharge such lien unless, Claim at the its expense and direction through counsel of its own choosing if it gives written notice of its intention to do so to the Indemnitee within 10 days after receipt of the Indemnitor, an appeal is taken under which Notice of Claim; provided that Indemnitor diligently prosecutes or defends such Claim. (iii) Neither the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, Indemnitee nor the Indemnitor shall forthwith pay settle any Claim or consent to the entry of judgment with respect thereto without the prior written consent of the other party, which consent shall not unreasonably be withheld or delayed. If a firm offer is made to settle a Claim defended by the Indemnitee and the Indemnitor refuses to accept such judgment offer within 20 days after receipt of written notice from the Indemnitee of the terms of such offer, then, in such event, the Indemnitee shall continue to contest or discharge defend such lien before Claim and shall be indemnified pursuant to the terms hereof. If a firm offer is made to settle a Claim and the Indemnitor notifies the Indemnitee in writing that the Indemnitor desires to accept and agree to such settlement, but the Indemnitee elects not to accept or agree to it, the Indemnitee may continue to contest or defend such Claim and in such event, the total maximum Losses for which indemnification would be due hereunder with respect to such Claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) to the date of notice that the Indemnitor desires to accept such settlement. (iv) Notwithstanding any provision of this Agreement to the contrary, no Claim for indemnification pursuant to this Section 6 by the Indemnitee is compelled shall be asserted except to do sothe extent indemnifiable Losses exceed, in the aggregate, the sum of $50,000(the “Basket Amount”), after which only aggregate Losses in excess of the Basket Amount shall be indemnifiable hereunder by the Seller. Notwithstanding any provision of this Agreement to the contrary, the maximum liability for indemnification by the Buyer shall not exceed the Purchase Price, and for Seller, shall not exceed the Purchase Price received by Seller. Any liability of any Seller for indemnification with respect to a Claim shall be satisfied in cash up to the Purchase Price received by Seller, first from the Escrow Amount held on behalf of Seller, and if not satisfied, then from the Seller’s own funds.

Defense of Claims. (a) Each party seeking indemnification hereunder (Upon receipt of a Claim Notice from an "Indemnitee"): (i) shall provide Indemnitee with respect to any Third-Party Claim, the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under assume the terms of this Agreement, within ten (10) days after defense thereof with counsel reasonably satisfactory to such Indemnitee and the Indemnitee shall cooperate in all reasonable respects in such defense. The Indemnitee shall have the right to employ separate counsel in any action or claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings the defense thereof, provided that the fees and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions counsel employed by the Indemnitee shall be borne at the expense of the Indemnitor only if such counsel is retained pursuant to the second succeeding sentence or if the employment of such counsel has been specifically authorized by the Indemnitor. The Indemnitor may conduct such defense in the name of or on behalf of the Indemnitee or Indemnitor and shall have full authority and control with respect thereto, including the settlement thereof. If the Indemnitor wishes does not notify the Indemnitee within 60 days after receipt of the Claim Notice that it elects to undertake the defense thereof, the Indemnitee shall have the right to defend at the expense of the Indemnitor the claim with counsel of its choosing, subject to the right of the Indemnitor to assume the defense of any claim at any time prior to settlement or final determination thereof. In such claim or actionevent, the Indemnitor Indemnitee shall give send a written notice to the Indemnitee Indemnitor of any proposed settlement of any claim, which settlement the Indemnitor may reject, in its reasonable judgment, within ten (10) 30 days after notice from the Indemnitee of receipt of such claim or action, and the Indemnitor notice. Failure to reject such notice within such 30-day period shall thereafter assume the defense be deemed an acceptance of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that notice. The Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, shall have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, settle any such claim or action, over the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction objection of the Indemnitor, an appeal is taken under which provided the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in Indemnitee waives any such actionright to indemnity therefor, if (i) the Indemnitor shall forthwith pay is contesting such judgment or discharge such lien before any Indemnitee is compelled to do soclaim in good faith, or (ii) the Indemnitor has assumed the defense from the Indemnitee.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide Mortgagor will notify the other party or parties (Trustees and the "Indemnitor") written notice Agent, in writing, promptly of the commencement of any claim legal proceedings affecting the lien or action by a third party for which an Indemnitor may be liable under security interest hereof or the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderMortgaged Property, or any lien attaches part thereof, and will take such action, employing attorneys agreeable to any of the assets of any of Trustees and the IndemniteeAgent5, as may be necessary or appropriate to preserve Mortgagor's, the Indemnitor shall immediately upon Trustees' and the Agent's rights affected thereby and/or to hold harmless the Trustees, the Agent and the Lender Parties in respect of such entry proceedings; and should Mortgagor fail or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in refuse to take any such action, the Indemnitor Trustees or the Agent may, upon giving prior written notice thereof to Mortgagor, take such action in behalf and in the name of Mortgagor and at Mortgagor's expense. Moreover, the Agent or the Trustees on behalf of the Agent, may take such independent action in connection therewith as it or they may in its or their discretion _______________ 5 Calpine will propose revisions to this section. deem proper, Mortgagor hereby agreeing that all sums advanced or all expenses incurred in such actions plus interest at an annual rate equal to the Alternate Base Rate (as defined in the Credit Agreements) of interest from time to time accruing on the Loan Note plus the Applicable Margin (as defined in the Credit Agreements) plus two percent (2%) until paid, will, on demand, be reimbursed, as appropriate, to the Agent, the Trustees or any receiver appointed hereunder or under Applicable Law. The obligations of Mortgagor as hereinabove set forth in this Section 7.6 shall forthwith pay such judgment survive the release, termination, foreclosure or discharge such lien before assignment of this Mortgage or any Indemnitee is compelled to do sosale hereunder.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (iI) shall provide the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. The Lessee or its insurers shall have ----------------- the right (ain each such case at the Lessee's sole expense) Each party seeking indemnification hereunder to investigate, defend (an "Indemnitee"): (iand control the defense of) shall provide the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or actionarising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate, at Lessee's expense, with all reasonable requests of the Lessee or its insurers with respect thereto, provided that, without limiting -------- ---- the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to assume and control the defense of or compromise any such claim (A) during the continuance of any Event of Default arising under Sections 16(a), (b), (f), (g) or (h) of the Lease, (B) if an actual or potential material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or if such proceeding involve the potential imposition of criminal liability on such Indemnitee or (C) if such proceeding will involve any non-de minimis risk of the sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft, the Xxxxx Xxxxxxxxx Xxxxxx or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. The expenses Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of all proceedings, contests or lawsuits insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such claims a claim, no additional legal fees or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense expenses of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim shall be indemnified hereunder unless the fees or action. expenses were incurred at the written request of the Lessee or such insurers. Subject to the requirement of any policy of insurance applicable to a claim, an Indemnitee may participate at its own expense at any judicial proceeding controlled by the Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (cit being agreed that the making of copies, giving notice of proceedings and the like shall not be considered interference); and such participation shall not constitute a waiver of the indemnification provided in this Section 7.03. Nothing contained in this Article 7 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnitee shall enter into any settlement or other compromise with respect to any claim described in this Section 7.03 (other than any claim involving potential criminal liability) If a non-appealable judgment without the prior written consent of the Lessee, unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default under Section 16(a), 16(f), 16(g) or 16(h) of the Lease is rendered against continuing. The Lessee shall not enter into any settlement or compromise with respect to which the Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of any Indemnitee in any action covered by without the indemnification hereunder, or any lien attaches to any prior written consent of the assets of any of the such Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be instituted, or parties (the "Indemnitor") written notice of any claim or action by a third party for demand made, against any Indemnified Party in respect of which an Indemnitor the Seller may be liable under the terms of this Agreementhereunder, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) Indemnified Party shall give prompt written notice thereof to the Indemnitor a reasonable opportunity Seller and, except as otherwise provided in Section 8.4 below, the Seller shall have the right to participate defend, or cause the Company or its successors to defend, any litigation, action, suit, demand, or claim for which it may seek indemnification unless, such litigation, action, suit, demand, or claim, or the resolution thereof, could reasonably be expected to exceed the assets held in any proceedings and to settle escrow or defend any such claim or action. The expenses of all proceedings, contests or lawsuits otherwise available with respect to Seller's obligation to indemnify, and such claims or actions Indemnified Party shall extend reasonable cooperation in connection with such defense, which shall be borne by at the IndemnitorSeller's expense. In the event the Seller fail or refuse to defend the same within a reasonable length of time, the Indemnified Parties shall be entitled to assume the defense thereof, and the Seller shall be jointly and severally liable to repay the Indemnified Parties for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If the Indemnitor wishes Seller shall not have the right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sentences, the Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the absolute right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that settle, in Indemnified Parties' sole discretion such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense oflitigation, action, suit, demand, or if after so assuming it claim, but Seller shall fail be entitled, at his own expense, to defendparticipate in such litigation, any such claim or action, the Indemnitee may defend against any such claim suit, demand, or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheldclaim; provided, however, that any such no settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If prior to a final non-appealable judgment is rendered against any Indemnitee shall bind Seller with respect to an indemnification obligation unless Seller shall have consented in any action covered by the indemnification hereunder, or any lien attaches writing to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do sosettlement.

Defense of Claims. (a) Each If any third-party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises after the Closing Date and is known during the Survival Period (as defined in Section 8.1 below) for which (i) Seller may be liable to Indemnitee, and any Buyer Indemnitee or (ii) shall Buyer may be liable to any Seller Indemnitee (for purposes of this ARTICLE 7, Buyer Indemnitees and Seller Indemnitees are sometimes referred to as “Indemnitee(s)” and, Seller and Buyer are sometimes referred to as “Indemnitor(s)”, in each case, as the context requires), such Indemnitee will, if a claim is to be made against an Indemnitor pursuant to this ARTICLE 7 or if the Indemnitee intends to take such claim into account in calculating the Threshold (as defined below), give prompt notice to the Indemnitor a reasonable opportunity of the commencement of such claim, but the failure to participate in notify the Indemnitor will not relieve the Indemnitor of any proceedings and liabilities that the Indemnitor may have to settle or defend any the Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such claim or actionaction is prejudiced by the Indemnitees failure to give such notice. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the IndemnitorIndemnitor(s). If the Indemnitor wishes to assume the defense of such claim or action, the then Indemnitor shall give written notice to the Indemnitee Indemnitees within ten twenty (1020) days after notice from the Indemnitee Indemnitees of such claim or actionaction (unless the claim or action reasonably requires a response in less than twenty (20) days after the notice is given to Indemnitor, in which event Indemnitor shall notify Indemnitees at least five (5) days prior to such reasonably required response date), and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, ; provided that Indemnitee Indemnitees may participate in such defense at their own expense; provided further that in the event Indemnitees retain counsel as provided above, and counsel retained by the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitorbe lead counsel. (b) If the Indemnitor shall does not assume the defense of, or if after so assuming it shall fail Indemnitor fails to defend, any such claim or action, the Indemnitee then Indemnitees may defend against any such claim or action in such manner as they may deem appropriate (provided that Indemnitor may participate in such defense at its own expense) and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to with the Indemnitor's approval, such approval consent of Indemnitor (which shall not to be unreasonably withheld; provided, however, that withheld or delayed so long as any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object theretois solely for money damages), by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The and Indemnitor shall promptly reimburse the Indemnitee Indemnitees for the amount of all expenses, legal and otherwise, incurred otherwise consented to by the Indemnitee in connection with the defense and Indemnitor. If no settlement of such claim or litigation is made, Indemnitor shall satisfy any judgment rendered with respect to such claim or in such action, before Indemnitees are required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by Indemnitees in the defense of such claim or litigation. (c) If a non-appealable judgment is rendered against any Indemnitee of the Indemnitees in any action covered by the indemnification hereunder, or any lien in respect of such judgment attaches to any of the assets of any of the IndemniteeIndemnitees, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith promptly pay such judgment or discharge such lien before any Indemnitee of Indemnitees is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide The Mortgagor will notify the other party or parties (Administrative Agent, in writing, promptly of the "Indemnitor") written notice commencement of any claim legal proceedings affecting the lien or action by a third party for which an Indemnitor may be liable under security interest hereof or the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderMortgaged Property, or any lien attaches part thereof, and will take such action, employing attorneys reasonably agreeable to any of the assets of any of Administrative Agent, as may be necessary or appropriate to preserve the IndemniteeMortgagor’s, the Indemnitor shall immediately upon Administrative Agent’s and the Lender Parties’ rights affected thereby and/or to hold harmless the Administrative Agent and the Lender Parties in respect of such entry proceedings; and should the Mortgagor fail or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in refuse to take any such action, the Indemnitor Administrative Agent and the Lender Parties may, upon giving prior written notice thereof to the Mortgagor, take such action in behalf and in the name of the Mortgagor and at the Mortgagor’s expense. Moreover, the Administrative Agent. on behalf of itself and the other Lender Parties, may take such independent action in connection therewith as it may in its reasonable discretion deem proper, the Mortgagor hereby agreeing that all sums advanced or all expenses incurred in such actions plus interest at an annual rate equal to the rate of interest from time to time accruing on the Loan Notes including without limitation, any additional interest payable following a default or event of default until paid, will, on demand, be reimbursed, as appropriate, to the Administrative Agent, any Lender Party or any keeper or receiver appointed hereunder under applicable law. The obligations of the Mortgagor as hereinabove set forth in this Section 7.4 shall forthwith pay such judgment survive the release, termination, foreclosure or discharge such lien before assignment of this instrument or any Indemnitee is compelled to do sosale hereunder.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide In the other party or parties (the "Indemnitor") written notice case of any claim for indemnification under Section 8.1, 8.2 or action 8.3 arising from a claim of a third party, an indemnified party shall give prompt written notice to the indemnifying party of any claim, suit or demand of which such indemnified party has knowledge and as to which it may request indemnification hereunder. The failure to give such notice shall not, however, relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is actually harmed thereby. The indemnifying party shall have the right to defend and to direct the defense against any such claim, suit or demand, in its name and at its expense, and with counsel selected by the indemnifying party unless such claim, suit or demand seeks an injunction or other equitable relief against the indemnified party; PROVIDED, HOWEVER, the indemnifying party shall not have the right to defend or direct the defense of any such claim, suit or demand if it refuses to acknowledge fully its obligations to the indemnified party or contests, in whole or in part, its indemnification obligations therefor. If the indemnifying party elects and is entitled to compromise or defend such claim, it shall within 30 days (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the indemnified party shall, at the expense of the indemnifying party, cooperate in the defense of such claim, suit or demand. If the indemnifying party elects not to compromise or defend such claim, fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the indemnified party may pay, compromise or defend such claim. Except as set forth in the immediately preceding sentence, the indemnifying party shall have no indemnification obligations with respect to any such claim, suit or demand which shall be settled by the indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed); PROVIDED, HOWEVER, that notwithstanding the foregoing, the indemnified party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such claim would result in the foreclosure of a lien upon any of the property or assets then held by the indemnified party or where any delay in payment would cause the indemnified party material economic loss. The indemnifying party's right to direct the defense shall include the right to compromise or enter into an agreement settling any claim by a third party; PROVIDED that no such compromise or settlement shall obligate the indemnified party for to agree to any settlement which an Indemnitor requires the taking of any action by the indemnified party other than the delivery of a release. Notwithstanding the indemnifying party's right to compromise or settle in accordance with the immediately preceding sentence, the indemnifying party may not settle or compromise any claim over the objection of the other; provided, however, that consent to settlement or compromise shall not be liable under unreasonably withheld. The indemnified party shall have the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity right to participate in the defense of any proceedings and claim, suit or demand with counsel selected by it subject to settle or defend any such claim or actionthe indemnifying party's right to direct the defense. The expenses fees and disbursements of all proceedings, contests or lawsuits with respect to such claims or actions counsel shall be borne by at the Indemnitor. If expense of the Indemnitor wishes indemnified party; PROVIDED, HOWEVER, that, in the case of any claim, suit or demand which seeks injunctive or other equitable relief against the indemnified party as to which the indemnifying party shall not in fact have employed counsel to assume the defense of such claim claim, suit or actiondemand, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee fees and disbursements of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soindemnifying party.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) Indevus shall provide undertake the other party or parties (the "Indemnitor") written notice defense of any claim Claims not subject to indemnification by Odyssey under this Article 13 (provided that if Indevus declines or action fails to assume such role, Odyssey shall be entitled to assume such role), provided, however, that Odyssey shall reimburse Indevus for fifty percent (50%) of defense costs, including reasonable fees of attorneys, accountants or other experts retained by a third party for which an Indemnitor may be liable under Indevus, as incurred. Odyssey shall have the terms right to participate in the defense of this Agreementany such Claim utilizing attorneys of its choice, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) at its own expense. Odyssey shall give the Indemnitor have a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits decision-making with respect to the strategy of such claims or actions defense, and the Parties shall reasonably cooperate with each other in connection with the implementation thereof. Indevus shall keep any counsel selected by Odyssey reasonably informed of the status and progress of the defense and shall consult with any counsel selected by Odyssey on all material aspects of the defense, including, without limitation, settlement, of such Claim, provided, however, that Indevus shall have exclusive control of the defense of any Claim for which an Odyssey Indemnified Party seeks indemnification from Indevus under Section 13.3. (b) Notwithstanding anything to the contrary contained herein, (i) any Odyssey Indemnified Party shall be borne by the Indemnitor. If the Indemnitor wishes entitled to assume the defense of any Claim with respect to such claim or actionOdyssey Indemnified Party, the Indemnitor shall give upon written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory Indevus pursuant to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shallthis Article 13, in any eventwhich case Indevus shall be relieved of liability under Section 13.3 for such Claim; and (ii) in the event of a Claim brought against one Party containing allegations of liability based on such Party’s exercise or performing, have the right or failure to control the defense of the claim exercise or action. The failure of an Indemnitee to give any notice required by this Section shall not affect perform any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the its rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalunder this Agreement, such approval not Party shall control and bear financial responsibility for its own defense, unless the other Party agrees to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary control and bear financial responsibility of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or actionClaim. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide Mortgagor will notify Trustees and Lender, in writing, promptly of the other party or parties (the "Indemnitor") written notice commencement of any claim legal proceedings affecting the lien or action by a third party for which an Indemnitor may be liable under security interest hereof or the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderMortgaged Property, or any lien attaches part thereof, and will take such action, employing attorneys agreeable to any Trustees and Lender, as may be necessary or appropriate to preserve Mortgagor's, Trustees' and Lender's rights affected thereby and/or to hold harmless Trustees and Lender in respect of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry proceedings; and should Mortgagor fail or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in refuse to take any such action, Trustees or Lender may, upon giving prior written notice thereof to Mortgagor, take such action in behalf and in the Indemnitor name of Mortgagor and at Mortgagor's expense. Moreover, Lender or Trustees on behalf of Lender, may take such independent action in connection therewith as it or they may in its or their discretion deem proper, Mortgagor hereby agreeing that all sums advanced or all expenses incurred in such actions plus interest at an annual rate equal to the highest rate of interest from time to time accruing on the Loan Note plus four percent (4%) until paid, will, on demand, be reimbursed, as appropriate, to Lender, Trustees or any receiver appointed hereunder. The obligations of Mortgagor as hereinabove set forth in this Section shall forthwith pay such judgment survive the release, termination, foreclosure or discharge such lien before assignment of this instrument or any Indemnitee is compelled to do sosale hereunder.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action by a third party arises after the Closing Date for which an Indemnitor Seller or Parent may be liable under the terms of this Agreement, or if any other event shall occur as a result of which any Indemnitee may suffer any Indemnified Loss, then Indemnitees (or any Indemnitee) shall notify Seller in writing of such claims, action or event within ten thirty (1030) days after such claim claim, action or action event arises or occurs and is known to IndemniteeIndemnitees (or any of them), and shall give Seller a reasonable opportunity: (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend Indemnitees; (ii) shall give the Indemnitor a reasonable opportunity to participate in any take all other required steps or proceedings and to settle or defend any such claim or action; and (iii) to employ counsel to contest any such claim or action in the name of Indemnitees or otherwise. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the IndemnitorSeller. If the Indemnitor Seller wishes to dispute any claim for Indemnified Loss, Seller shall give written notice to Indemnitees within thirty (30) days after notice from Indemnitees of such claim; and, if Seller wishes to assume the defense of any such third-party claim or action, and provided that Indemnitees' interest shall not be impaired by such assumption of the defense of such claim or action, the Indemnitor then Seller shall give written notice to Indemnitees within thirty (30) days after notice from Indemnitees of such claim or action (unless the Indemnitee within claim or action reasonably requires a response in less than thirty (30) days after the notice is given to Seller, in which event they shall notify Indemnitees at least ten (10) days after notice from the Indemnitee of prior to such claim or actionreasonably required response date), and the Indemnitor Seller shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, Indemnitees; provided that Indemnitee Indemnitees may participate in such defense at their own expense, expense and the Indemnitor shall, in any event, have the right to control the defense and settlement of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall Seller does not assume the defense of, or if after so assuming it shall fail Seller fails to defend, any such claim or action, the Indemnitee then Indemnitees may defend against any such claim or action in such manner as they may deem appropriate (provided that Seller may participate in such defense at its own expense) and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but appropriate, and, subject to the Indemnitor's approvalprovisions of Section 9 below, such approval not to be unreasonably withheld; provided, however, that any such settlement Seller shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee Indemnitees for the amount of all expenses, legal and otherwise, reasonably and necessarily incurred by the Indemnitee Indemnitees in connection with the defense against and settlement of such claim or action. If no settlement of such claim or litigation is made, Seller shall, subject to the provisions of Section 9 below, satisfy any judgment rendered with respect to such claim or in such action, before Indemnitees are required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by Indemnitees in the defense of such claim or litigation. (c) If a non-appealable judgment is rendered against any Indemnitee of the Indemnitees in any action covered by the indemnification hereunder, or any lien in respect of such judgment attaches to any of the assets of any of the IndemniteeIndemnitees, Seller shall, subject to the Indemnitor shall provisions of Section 9 below, immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the IndemnitorSeller, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor Seller shall forthwith pay such judgment or discharge such lien before any Indemnitee of Indemnitees is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be instituted, or parties (the "Indemnitor") written notice of any ----------------- claim or action by a third party for demand made, against any Indemnified Party in respect of which an Indemnitor the Sellers may be liable under hereunder, such Indemnified Party shall give prompt written notice thereof to the terms Sellers and, except as otherwise provided in Section 8.4 below, the Sellers shall have the right to defend, or cause the ----------- Company or its successors to defend, any litigation, action, suit, demand, or claim for which it may seek indemnification unless, in the reasonable judgment of this AgreementGlobal, within ten (10) days after such claim litigation, action, suit, demand, or action arises and is known to Indemniteeclaim, or the resolution thereof, would have an ongoing effect on Global, the Company or its successors, and (ii) such Indemnified Party shall give extend reasonable cooperation in connection with such defense, which shall be at the Indemnitor Sellers' expense. In the event the Sellers fail or refuse to defend the same within a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses length of all proceedingstime, contests or lawsuits with respect to such claims or actions the Indemnified Parties shall be borne by entitled to assume the Indemnitordefense thereof, and the Sellers shall be jointly and severally liable to repay the Indemnified Parties for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If the Indemnitor wishes Sellers shall not have the right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sentences, the Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the absolute right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that settle, in Indemnified Parties' sole discretion such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense oflitigation, action, suit, demand, or if after so assuming it claim, but each Seller shall fail be entitled, at his own expense, to defendparticipate in such litigation, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalsuit, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderdemand, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soclaim.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action by a third party arises after the Closing Date for which an Indemnitor may be is liable under the terms of this Agreement, then the Indemnitee shall notify the Indemnitor in writing within ten thirty (1030) days after such claim or action arises and is known to Indemnitee, the Indemnitee and (ii) shall give the Indemnitor a reasonable opportunity opportunity: (i) to participate take part in any examination of any books and records; (ii) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee; (iii) to take all other required steps or proceedings to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect ; and (iv) to employ counsel (such claims or actions shall counsel to be borne disclosed to and approved by the IndemnitorIndemnitee) to contest any such claim or action in the name of the Indemnitee or otherwise. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor it shall give written notice to the Indemnitee and within ten (10) days after notice from the Indemnitee of such claim or actionthereafter, and the Indemnitee shall permit and Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory disclosed to and approved by the Indemnitee, ; provided that the Indemnitee may participate in such defense at their its own expense, and the Indemnitor shall, in any event, have the right to control the defense including without limitation via separate counsel of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitorits own choosing. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, of any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they it may deem appropriate and (provided that the Indemnitees Indemnitor may settle participate in such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withhelddefense at its own expense); provided, however, that any the Indemnitee may not settle such settlement shall be deemed approved by claim or action without the Indemnitor if the Indemnitor fails to object thereto, by prior written notice to the Indemnitee, within fifteen (15) days after consent of the Indemnitor's receipt of a written summary . If no settlement of such settlement. The Indemnitor claim or action is made, the Indemnitor, jointly and severally, shall promptly reimburse satisfy any judgment rendered with respect to such claim or in such action before the Indemnitee for the amount of is required to do so, and pay all expenses, legal and or otherwise, including attorney fees and costs reasonably and necessarily incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of 9.3.1. Should any claim or action by a third party arise after the Closing Date for which an Indemnitor may be is liable under the terms of this Agreement, the Indemnitee shall notify Indemnitor within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee Indemnitees within ten (10) days after notice from the Indemnitee Indemnitees of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the IndemniteeIndemnitees, provided that Indemnitee Indemnitees may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) 9.3.2. If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee Indemnitees may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the IndemniteeIndemnitees, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.such

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be instituted, or parties (the "Indemnitor") written notice of any ----------------- claim or action demand made by a third party Person, against any Indemnified Party in respect of which the Majority Shareholders or the Company may be liable hereunder, such Indemnified Party shall give prompt written notice thereof to the Company and the Majority Shareholders and, except as otherwise provided in Section 8.4 ----------- below, the Majority Shareholders shall have the right to defend at their expense any litigation, action, suit, demand, or claim for which an Indemnitor Indemnified Party may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemniteeseek indemnifications, and (ii) such Indemnified Party shall give extend reasonable cooperation in connection with such defense, and the Indemnitor Majority Shareholders shall incur any actual out-of-pocket expenses of the Indemnified Party reasonably incurred in connection with such cooperation. In the event the Majority Shareholders fail or refuse to defend the same within a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses length of all proceedingstime, contests or lawsuits with respect to such claims or actions the Indemnified Parties shall be borne by entitled to assume the Indemnitordefense thereof, and the Majority Shareholders shall be jointly and severally liable to repay the Indemnified Parties for all reasonably incurred Indemnifiable Costs. If the Indemnitor wishes Majority Shareholders shall not have the right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with the Indemnitor shall give written notice to preceding sentence, the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor Indemnified Parties shall, in any eventat the Majority Shareholders' expense, have the absolute right to control the defense of such litigation, action, suit, demand, or claim, but the claim Majority Shareholders shall be entitled, at their own expense, to participate in such litigation, action, suit, demand, or actionclaim. The failure of an Indemnitee party controlling any defense pursuant to give any notice required by this Section 8.2 shall not affect deliver, or cause to be delivered to the other party, ----------- copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of any such litigation, action, suit, demand or claim, and timely notice of any hearing or other court proceeding relating to such party's rights under litigation, action, suit, demand or claim. Notwithstanding the forgoing, in no event will the party controlling any defense pursuant to this Section 8.2 settle any litigation, ----------- action, suit, demand or otherwise, except and to claim without the extent that such failure is actually prejudicial to the rights or obligations prior written consent of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalnon- controlling party, such approval consent not to be unreasonably withheld; provided, howeverconditioned, that any or delayed unless such settlement shall be deemed approved by provides for the Indemnitor if unqualified, absolute and complete release of all claims against the Indemnitor fails to object thereto, by written notice non-controlling party and results in no monetary or equitable liability to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do socontrolling party.

Defense of Claims. The Company shall have the right to defend the Indemnitee in any Proceeding (except a Proceeding brought by the Indemnitee under Section 6.3 of this Agreement) which may give rise to indemnification hereunder; provided, however, that the Company shall notify the Indemnitee of any such decision to defend within 15 calendar days following receipt of notice of any such Proceeding under Section [3.2] above. Notwithstanding the foregoing sentence, if in a Proceeding to which the Indemnitee is a party by reason of the Indemnitee’s Corporate Status, (a) Each party seeking indemnification hereunder (the Indemnitee reasonably concludes, based upon an "Indemnitee"): (i) opinion of counsel approved by the Company, which approval shall provide the other party not be unreasonably withheld or parties (the "Indemnitor") written notice of any claim delayed, that he or action by a third party for which an Indemnitor she may be liable under the terms of this Agreement, within ten (10) days after such claim have separate defenses or action arises and is known counterclaims to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits assert with respect to any issue which may not be consistent with other defendants in such claims or actions shall be borne Proceeding, (b) the Indemnitee reasonably concludes, based upon an opinion of counsel approved by the Indemnitor. If Company, which approval shall not be unreasonably withheld or delayed, that an actual or apparent conflict of interest or potential conflict of interest exists between the Indemnitor wishes Indemnitee and the Company, or (c) if the Company fails to assume the defense of such claim or actionProceeding in a timely manner, the Indemnitor Indemnitee shall give written notice be entitled to be represented by separate legal counsel of the Indemnitee’s choice, subject to the prior approval of the Company, which approval shall not be unreasonably withheld or delayed, at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from the Indemnitee the benefits intended to be provided to the Indemnitee within ten (10) days after notice from hereunder, the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense retain counsel of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwiseIndemnitee’s choice, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalprior approval of the Company, such which approval shall not to be unreasonably withheld; providedwithheld or delayed, howeverat the expense of the Company (subject to Section 6.4 of this Agreement), that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by represent the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do somatter.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): Against any Buyer Indemnified Party. (i) If any legal Proceeding shall provide the other party be instituted, or parties (the "Indemnitor") written notice any Claim made, against any Buyer Indemnified Party in respect of any claim or action by a third party for which an Indemnitor Sellers may be liable under hereunder (collectively, the terms “Seller Indemnifying Parties”), the Buyer Indemnified Party shall give prompt written notice (but not less than thirty (30) calendar days following such Buyer Indemnified Party’s Knowledge of this Agreementsuch claim) thereof to the Sellers and, within ten (10) days after except as otherwise provided in Section 6.04, the Sellers shall have the right to assume the defense of any such claim Proceeding or action arises Claim at its sole cost and is known expense and the Buyer Indemnified Party shall extend reasonable cooperation in connection with such defense; provided however, that if in the reasonable judgment of the Buyer, the Seller Indemnifying Parties and the Buyer have potentially conflicting defenses in such Proceeding or Claim, or such Proceeding or Claim would have a material ongoing effect on the Buyer Indemnified Parties, or any successors thereto, the Buyer shall have the right to Indemniteedefend any such Proceeding or Claim at Buyer’s sole cost and expense, and the Seller Indemnifying Parties shall extend reasonable cooperation in connection with such defense. (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes Sellers fails or refuses to assume the defense of such claim Proceeding or actionClaim within a reasonable length of time, the Indemnitor Buyer Indemnified Parties shall give written notice be entitled to defend the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or actionsame, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement Seller Indemnifying Parties shall be deemed approved by liable to repay the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee Buyer Indemnified Parties for the amount of all expenses, legal and otherwise, Indemnifiable Costs incurred by the Indemnitee in connection with the said defense and (including settlement of such claim or actionpayments). (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (iExcept as provided in Paragraph 9.3(b) shall provide the other party or parties (the "Indemnitor") written notice of and 9.6, if any claim or action Action by a third party arises after the date of this Agreement for which an Indemnitor may be liable under the terms of this AgreementAgreement (other than under the Taxation Schedule to which the provisions of that Schedule shall apply in place of the provisions of this Paragraph 9.3), within ten (10) days after such claim or action arises and is known to Indemniteethen the Indemnitees will notify Indemnitor in accordance with the provisions of this Article 9, and will give Indemnitor a reasonable opportunity: (i) to conduct any proceedings or negotiations in connection with the Action and necessary or appropriate to defend the Indemnitees; (ii) shall give the Indemnitor a reasonable opportunity to participate in any take all other required steps or proceedings and to settle or defend any such claim Action; and (iii) to employ counsel reasonably acceptable to Indemnitees to contest any Action in the name of the Indemnitees or actionotherwise. The Subject to Paragraph 9.3(b), the expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall the Actions will be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If Notwithstanding Paragraph 9.3(a), if (i) an Indemnitee determines in good faith that there is a reasonable probability that such an Action may adversely affect Yorkshire and its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification hereunder, or (ii) the Action seeks injunctive or similar relief, or (iii) it is an Action brought or initiated by a Government, an Indemnitee may, by notice to the Indemnitor, assume the exclusive right to defend, compromise or settle such Action. The Indemnitor shall be obligated to reimburse the legal fees, costs and expenses of that defense. (c) If Indemnitor does not assume the defense of, or if after so assuming it shall fail the Indemnitor fails to defend, any such claim or actionAction, then the Indemnitee Indemnitees may defend against any such claim or action Action in such the manner as they may deem appropriate and the Indemnitees may settle such any claim or litigation Action on such the terms as they may deem appropriate but subject to the Indemnitor's approvalappropriate, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the and Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall will promptly reimburse the Indemnitee Indemnitees for the amount of all expenses, legal and otherwise, reasonably and necessarily incurred by the Indemnitee Indemnitees in connection with the defense against and settlement of such any claim or actionAction. If no settlement of any claim or Action is made, Indemnitor will satisfy any judgment rendered with respect to any claim or in any Action, before the Indemnitees are required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnitees in the defense of any claim or Action. (cd) If a non-appealable judgment is rendered against any Indemnitee of the Indemnitees in any action Action covered by the indemnification hereunderunder this Agreement, or any lien Lien in respect of any judgment attaches to any of the assets of any of the IndemniteeIndemnitees, the Indemnitor shall will immediately upon such any entry or attachment pay such the relevant judgment in full or discharge such lien the relevant Lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien Lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall will forthwith pay such any judgment or discharge such lien any Lien before any Indemnitee of the Indemnitees is compelled to do so. (e) Any notice required to be given to Indemnitor pursuant to Paragraph 9.3(a) shall be given no later than the latter of: (i) the end of the first half of the term within which an answer or other response to the Action is required to be made (the "Answer Period") and (ii) two Business Days after receipt by an Indemnitee of notice of the Action. Indemnitor shall assume the defense of any Action, if at all, by notice to Indemnitees no later than the earlier of: (i) the end of the second third of the Answer Period and (ii) three Business Days prior to the date by which an answer or other response to the Action is required to be made. Indemnitor's failure to notify Indemnitees within the specified time shall be conclusively deemed an election by Indemnitor not to assume such defense. Any failure by Indemnitees to give the requisite notice within the time specified in this Paragraph 9.3

Defense of Claims. (a) Each If any party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties receives a claim against it ----------------- (the "IndemnitorIndemnified Party") written notice of any ), which may give rise to a claim or action by a third party for which an Indemnitor may be liable indemnification under the terms of this Agreement, within ten the Indemnified Party shall promptly notify the party to whom it is looking for indemnification (10the "Indemnifying Party") days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate thereof in any proceedings and to settle or defend any such claim or actionwriting. The expenses of all proceedingsIndemnifying Party shall have the right, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, at its option and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their its own expense, and the Indemnitor shall, in any event, have the right to control the defense be represented by counsel of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except its choice and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, negotiate, settle or if after so assuming it shall fail to defend, otherwise deal with any such legal proceeding, claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withhelddemand; provided, however, that if the liability or obligation which is the subject matter of such claim shall arise out of a transaction or cover any period or periods where in the Indemnified Party shall be responsible for part of any such liability or obligation, then both parties jointly shall defend, contest, litigate, settle and otherwise deal with any such claims, each bearing its own expenses and each choosing its own counsel; (b) The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceedings, claim or demand, and will not compromise or settle any such legal proceeding, claim or demand without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; and (c) After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, or a settlement shall be deemed approved by have been consummated, or the Indemnitor if parties shall have arrived at a mutually binding agreement with respect to any matter which is the Indemnitor fails to object theretosubject matter of an indemnity, by written notice the Indemnified Party shall forward to the IndemniteeIndemnifying Party notice of any sums due and owing by it with respect to such matter, and the Indemnifying Party shall pay all of the sums so owing out of the Escrow Account in the first instance, if applicable, or by certified or bank cashier's check, within fifteen thirty (1530) days after the Indemnitor's receipt of a written summary date of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.notice; and

Defense of Claims. The Lessee or its insurers shall have ----------------- the right (ain each such case at the Lessee's sole expense) Each party seeking indemnification hereunder to investigate, defend (an "Indemnitee"): (iand control the defense of) shall provide the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim for which indemnification is sought pursuant to this Article 7 (so long as Lessee has agreed in writing reasonably acceptable to the relevant Indemnitee that Lessee is liable to such Indemnitee for any Expenses relating to or actionarising out of the claim for which indemnification is sought, provided that Lessee will not be so liable to the -------- ---- extent that it is reasonably determined that one or more of the exclusions contained in Section 7.01(b) would be applicable to such claim) and each Indemnitee shall cooperate, at Lessee's expense, with all reasonable requests of the Lessee or its insurers with respect thereto; provided that, without limiting -------- ---- the right of the Lessee's insurers to assume and control the defense of or to compromise, any such claim, the Lessee shall not be entitled to assume and control the defense of or compromise any such claim (A) during the continuance of any Event of Default, (B) if an actual or potential material conflict of interest exists making it advisable in the good faith opinion of such Indemnitee (on the basis of prevailing standards of professional responsibility) for such Indemnitee to be represented by separate counsel or if such proceeding could in the good faith judgment of such Indemnitee involves the potential imposition of criminal liability on such Indemnitee or (C) if such proceeding will involve any non-de minimis risk of the sale, forfeiture or loss of, or the creation of any Lien (other than Permitted Liens) on the Aircraft, the Indenture Estate or the Trust Estate (unless the Lessee posts a bond or other security reasonably acceptable in form and substance to such Indemnitee) or involve any risk of criminal liability to such Indemnitee. The expenses Subject to the immediately foregoing sentence, where the Lessee or the insurers under a policy of all proceedings, contests or lawsuits insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to such claims a claim, no additional legal fees or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense expenses of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim shall be indemnified hereunder unless the fees or action. (c) If expenses were incurred at the written request of the Lessee or such insurers. Subject to the requirement of any policy of insurance applicable to a non-appealable judgment is rendered against claim, an Indemnitee may participate at its own expense at any Indemnitee in any action covered judicial proceeding controlled by the Lessee or its insurers pursuant to the preceding provisions, to the extent that such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Lessee or its insurers to conduct such proceedings, interfere with the defense of such claim (it being agreed that the making of copies, giving notice of proceedings and the like shall not be considered interference); and such participation shall not constitute a waiver of the indemnification hereunderprovided in this Section 7.03; provided that, or any lien attaches to the reasonable fees and expenses -------- of such Indemnitee's counsel shall be paid by the Lessee if any of the assets circumstances described in clauses (A)-(C) of the second preceding sentence exists. Nothing contained in this Article 7 shall be deemed to require an Indemnitee to contest any Expense or to assume responsibility for or control of any judicial proceeding with respect thereto. No Indemnitee shall enter into any settlement or other compromise with respect to any claim described in this Section 7.03 (other than any claim involving potential criminal liability) without the prior written consent of the IndemniteeLessee, the Indemnitor unless such Indemnitee waives its right to be indemnified under this Article 7 with respect to such claim or unless an Event of Default is continuing. The Lessee shall immediately upon such entry not enter into any settlement or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under compromise with respect to which the execution Lessee has not agreed to indemnify such Indemnitee to such Indemnitee's satisfaction or which admits any criminal violation, gross negligence or willful misconduct on the part of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do sowithout the prior written consent of such Indemnitee.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this AgreementIf, within ten (10) days after such claim or action arises and is known giving a Notice of Claim regarding a Claim to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity pursuant to participate in any proceedings and to settle or defend any Section 16.2(b), the Indemnitee receives Notice from such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If Indemnitor that the Indemnitor wishes has elected to assume the defense of such claim or actionClaim as provided in the last sentence of Section 16.2(b), the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of will not be liable for any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, expenses subsequently incurred by the Indemnitee in connection with the defense and settlement of thereof; provided, however, that if the Indemnitor fails to take reasonable steps necessary to defend diligently such claim Claim within ten (10) days after receiving Notice from the Indemnitee that the Indemnitee believes the Indemnitor has failed to take such steps, or action. (c) If a non-appealable judgment is rendered against any if the Indemnitor has not undertaken fully to indemnify the Indemnitee in any action covered by respect of all Indemnifiable Events relating to the indemnification hereundermatter, the Indemnitee may assume its own defense, and the Indemnitor will be liable for all reasonable costs or any lien attaches to any of expenses, including attorneys’ fees, paid or incurred in connection therewith. Without the assets of any prior written consent of the Indemnitee, the Indemnitor shall immediately upon such entry will not enter into any settlement of any Claim which would lead to liability or attachment pay such judgment in full create any financial or discharge such lien unless, at other obligation on the expense and direction part of the Indemnitor, an appeal is taken under Indemnitee for which the execution Indemnitee is not entitled to indemnification hereunder; provided, however, that the Indemnitor may accept any settlement without the consent of the judgment Indemnitee if such settlement provides a full release to the Indemnitee and no requirement that the Indemnitee acknowledge fault or satisfaction culpability. If a firm offer is made to settle a Claim without leading to liability or the creation of a financial or other obligation on the part of the lien Indemnitee for which the Indemnitee is stayed. If not entitled to indemnification hereunder and when a final judgment is rendered in any the Indemnitor desires to accept and agrees to such actionoffer, the Indemnitor shall forthwith pay will give Notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such judgment firm offer within ten (10) calendar days after its receipt of such Notice, the Indemnitee may continue to contest or discharge defend such lien before any Claim and, in such event, the maximum liability of the Indemnitor to such Claim will be the amount of such settlement offer, plus reasonable costs and expenses paid or incurred by the Indemnitee is compelled up to do sothe date of such Notice.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of Should any claim or action by a third party arise after the Closing Date for which an Indemnitor may be is liable under the terms of this Agreement, the Indemnitee shall notify Indemnitor within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee Indemnitees within ten (10) days after notice from the Indemnitee Indemnitees of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the IndemniteeIndemnitees, provided that Indemnitee Indemnitees may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee Indemnitees may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the IndemniteeIndemnitees, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee Indemnitees for the amount of all expenses, legal and otherwise, incurred by the Indemnitee Indemnitees in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee of the Indemnitees in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the IndemniteeIndemnitees, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee of the Indemnitees is compelled to do so. (d) Notwithstanding the foregoing, claims relating to Tax liabilities shall be subject to the provisions of Section 12, and not this Section 9.3.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party In connection with any claim which may give rise to indemnity under this Article IX resulting from or parties (the "Indemnitor") written notice arising out of any claim or action Proceeding against an Indemnitee by a third Person that is not a party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or actionhereto, the Indemnitor shall give written notice Indemnifying Party may, subject to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or actionSection 9.04(b), and the Indemnitor shall thereafter assume the defense of any such claim or liabilityProceeding (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, if all Indemnifying Parties with respect to such claim or Proceeding jointly acknowledge to the Indemnitee its right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through counsel written agreement of the parties or arbitration hereunder) and provides assurances, reasonably satisfactory to the such Indemnitee, provided that Indemnitee may participate the Indemnifying Parties will be financially able to satisfy such claim in full if such defense at their own expense, and claim or Proceeding is decided adversely. If the Indemnitor shall, in any event, have the right to control Indemnifying Parties assume the defense of the any such claim or action. The failure of an Proceeding, the Indemnifying Parties shall select counsel reasonably acceptable to such Indemnitee to give conduct the defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Parties shall have assumed the defense of any notice required by claim or Proceeding in accordance with this Section 9.04, the Indemnifying Parties shall not affect any of such party's rights under this Section or otherwise, except and be authorized to the extent that such failure is actually prejudicial consent to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense a settlement of, or if after so assuming it shall fail to defendthe entry of any judgment arising from, any such claim or actionProceeding, without the Indemnitee may defend against any prior written consent of such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheldIndemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be deemed approved a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Subject to Section 9.04(b), such Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense and the Indemnifying Parties shall provide such Indemnitee with reasonable access to all materials relating to the defense of the action and otherwise cooperate with such Indemnitee and its counsel in connection with the Indemnitee's participation in such defense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Parties in the defense of any claim or Proceeding being defended by the Indemnitor Indemnifying Parties pursuant to this Section 9.04. If the Indemnifying Parties do not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 9.04(a), such Indemnitee may defend against such claim or Proceeding. (b) Notwithstanding Section 9.04(a), the Indemnifying Parties may not assume the defense of any claim or Proceeding and the Indemnitee may at its own cost and expense assume such defense if, in the reasonable opinion of the Indemnitee, (i) such claim or Proceeding involves an issue or matter that, if the Indemnitor fails to object thereto, by written notice determined adversely to the Indemnitee, within fifteen is likely to have a material adverse effect on the business, operations, assets, properties or prospects of the Indemnitee, or (15ii) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse there is one or more legal defenses available to the Indemnitee for the amount of all expenses, legal and otherwise, incurred by that conflict with those available to an Indemnifying Party. If the Indemnitee in connection with assumes defense of any such claim or Proceeding, (A) the Indemnifying Parties may participate in, but not control, the defense and settlement of such claim or actionProceeding, and (B) if the Indemnitee receives a settlement proposal from the Person asserting such claim or instituting such Proceeding and is notified by an Indemnifying Party that such Indemnifying Party wants to accept such settlement proposal, the liability of the Indemnifying Parties with respect to such claim or Proceeding shall equal the lesser of (x) the amount offered in such settlement proposal, (y) the amount of actual Damages of the Indemnitee with respect to such claim or Proceeding or (z) the maximum liability of the Indemnifying Parties pursuant to Section 9.01(a). (c) If a non-appealable judgment is rendered against the Indemnitee elects to defend any claim or Proceeding pursuant to the last sentence of Section 9.04(a) or pursuant to Section 9.04(b), the Indemnitee shall conduct such defense in any action covered by the indemnification hereundersuch manner as it shall deem appropriate, including settling such claim or any lien attaches to any Proceeding after giving notice of the assets same to the Indemnifying Parties, on such terms as such Indemnitee shall deem appropriate. If the Indemnifying Parties seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, the Indemnifying Parties shall have the burden to prove by a preponderance of the Indemnitee, the Indemnitor shall immediately upon evidence that such entry Indemnitee did not defend such claim or attachment pay such judgment Proceeding in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soreasonably prudent manner.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide In the other party or parties (the "Indemnitor") written notice case of any claim for indemnification under Section 8.1 or action by 8.2 arising from a request for information, audit or claim of a third party for which (including the IRS or any Governmental Authority), an Indemnitor may be liable under indemnified party shall give prompt written notice and, subject to the terms of this Agreementfollowing sentence, within in no case later than ten (10) days Business Days after the indemnified party’s receipt of notice of such claim request for information, audit or action arises claim, to the indemnifying party of any request for information, audit, claim, suit or demand of which such indemnified party has Knowledge and as to which it may request indemnification hereunder. The failure to give such notice shall not, however, relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is known actually harmed thereby. The indemnifying party shall have the right to Indemniteedefend and to direct the defense against any such request for information, audit, claim, suit or demand, in its name and at its expense, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne counsel selected by the Indemnitor. If indemnifying party unless such claim, suit or demand seeks an injunction or other equitable relief against the Indemnitor wishes to assume the defense of such claim or actionindemnified party; provided, however, the Indemnitor indemnifying party shall give written notice not have the right to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim defend or action, and the Indemnitor shall thereafter assume direct the defense of any such claim request for information, audit, claim, suit or liability, through counsel reasonably satisfactory demand if it refuses to acknowledge fully its obligations to the Indemniteeindemnified party or contests, provided that Indemnitee may participate in whole or in part, its indemnification obligations therefor. If the indemnifying party elects, and is entitled, to compromise or defend such defense at their own expenserequest for information, audit or claim, it shall within thirty (30) days (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the Indemnitor indemnified party shall, at the request and expense of the indemnifying party, cooperate in any event, have the right to control the defense of such request for information, audit, claim, suit or demand. If the claim indemnifying party elects not to compromise or actiondefend such request for information, audit or claim, fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the indemnified party may pay, compromise or defend such request for information, audit or claim. The failure Except as set forth in the immediately preceding sentence, the indemnifying party shall have no indemnification obligations with respect to any such request for information, audit, claim, suit or demand which shall be settled by the indemnified party without the prior written consent of an Indemnitee to give any notice required by this Section the indemnifying party (which consent shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheldwithheld or delayed); provided, however, that notwithstanding the foregoing, the indemnified party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such settlement shall be deemed approved by claim would result in the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt foreclosure of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to upon any of the property or assets then held by the indemnified party or where any delay in payment would cause the indemnified party material economic loss. The indemnifying party’s right to direct the defense shall include the right to compromise or enter into an agreement settling any request for information, audit or claim by a third party; provided that no such compromise or settlement shall obligate the indemnified party to agree to any settlement which requires the taking of any action by the indemnified party other than the delivery of a release, except with the consent of the Indemniteeindemnified party (which consent shall not be unreasonably withheld or delayed). Notwithstanding the indemnifying party’s right to compromise or settle in accordance with the immediately preceding sentence, the Indemnitor indemnifying party may not settle or compromise any request for information, audit or claim over the commercially reasonable objection of the indemnified party; provided, however, that consent by the indemnified party to settlement or compromise shall immediately upon not be unreasonably withheld or delayed. The indemnified party shall have the right to participate in the defense of any request for information, audit, claim, suit or demand with counsel selected by it subject to the indemnifying party’s right to direct the defense. The fees and disbursements of such entry or attachment pay such judgment in full or discharge such lien unless, counsel shall be at the expense and direction of the Indemnitorindemnified party; provided, an appeal is taken under however, that, in the case of any request for information, audit, claim, suit or demand which seeks injunctive or other equitable relief against the execution indemnified party, the fees and disbursements of such counsel shall be at the expense of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soindemnifying party.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) The Cable shall provide the other party or parties (the "Indemnitor") written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) have 25 days after such claim receipt of either notice referred to in Section 9.3 hereof to notify the Buyer that it elects to conduct and control any legal or administrative action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits suit with respect to such claims or actions shall be borne by the Indemnitoran indemnifiable claim. If Cable and the Indemnitor wishes to assume the defense of Companies do not give such claim or actionnotice, the Indemnitor Buyer shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control defend, contest, and, only upon the defense prior written consent of the claim Cable and the Companies, settle or actioncompromise such action or suit and the Cable and the Companies shall, upon request from the Buyer, promptly pay the Buyer in accordance with the other terms of this Article IX the amount of any individual Indemnity Loss resulting from its liability to the third party claimant in excess if $75,000.00. The failure If Cable and the Companies give such notice, they shall have the right to undertake, conduct and control, through counsel of an Indemnitee to give any notice required by this Section shall not affect any their own choosing and at its sole expense, the conduct and settlement of such party's rights under this Section action or otherwisesuit, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to Buyer shall cooperate with Cable and the Indemnitor's approval, such approval not to be unreasonably withheldCompanies in connection therewith; provided, however, that (i) Cable and the Companies shall not thereby consent to the imposition of any injunction against the Buyer without the written consent of the Buyer, (ii) Cable and the Companies shall permit the Buyer to participate in such conduct or settlement through counsel chosen by the Buyer, but the fees and expenses of such counsel shall be deemed approved borne by the Indemnitor if Buyer except as provided in clause (iii) below, and (iii) upon a final determination of such action or suit, Cable and the Indemnitor fails Companies shall agree promptly to object thereto, by written notice reimburse to the Indemnitee, within fifteen (15) days after extent required under this Article IX the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee Buyer for the full amount of any Indemnity Loss resulting from such action or suit and all expenses, legal reasonable and otherwise, related expenses incurred by the Indemnitee in connection with Buyer, except fees and expenses of counsel for the defense Buyer incurred after the assumption of the conduct and settlement control of such claim action or action. (c) If a non-appealable judgment is rendered against suit by Cable and the Companies. So long as Cable and the Companies are contesting any Indemnitee such action in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemniteegood faith, the Indemnitor Buyer shall immediately upon such entry not pay or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in settle any such actionaction or suit. Notwithstanding the foregoing, the Indemnitor Buyer shall forthwith have the right to pay or settle any such judgment action or discharge suit, provided that in such lien before event the Buyer shall waive any Indemnitee is compelled right to do soindemnity therefor from Cable and the Companies and no amount in respect thereof shall be claimed as an Indemnity Loss under this Article IX.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action by a third party arises after the Closing Date for which an Indemnitor Seller and the Shareholders may be liable under the terms of this Agreement, then Indemnities shall notify Seller (who shall also act as agent for the Shareholders for purposes of such claim or action) within ten (10) days a reasonable time after such claim or action arises and is known to IndemniteeIndemnities, and shall give Seller a reasonable opportunity: (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend Indemnities; (ii) shall give the Indemnitor a reasonable opportunity to participate in any take all other required steps or proceedings and to settle or defend any such claim or action; and (iii) to employ counsel to contest any such claim or action in the name of Indemnities or otherwise. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by Seller and the IndemnitorShareholders. If Seller and the Indemnitor wishes Shareholders wish to assume the defense of such claim or action, the Indemnitor then Seller shall give written notice to the Indemnitee Indemnities within ten (10) 30 days after notice from the Indemnitee Indemnities of such claim or actionaction (unless the claim or action reasonably requires a response in less than 30 days after the notice is given to Seller, in which event they shall notify Indemnities at least 10 days prior to such reasonably required response date), and Seller and the Indemnitor Shareholders shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, Indemnities; provided that Indemnitee Indemnities may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor.such (b) If Seller and the Indemnitor shall Shareholders do not assume the defense of, or if after so assuming it shall Seller and the Shareholders fail to defend, any such claim or action, the Indemnitee then Indemnities may defend against any such claim or action in such manner as they may deem appropriate (provided that Seller and the Indemnitees Shareholders may participate in such defense at their own expense) and Indemnities may settle such claim or litigation on such terms as they may deem appropriate but subject to appropriate, and Seller and the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor Shareholders jointly and severally shall promptly reimburse the Indemnitee Indemnities for the amount of all expenses, legal and otherwise, reasonably and necessarily incurred by the Indemnitee Indemnities in connection with the defense against and settlement of such claim or action. If no settlement of such claim or litigation is made, Seller and the Shareholders jointly and severally shall satisfy any judgment rendered with respect to such claim or in such action, before Indemnities are required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by Indemnities in the defense of such claim or litigation. (c) If a non-appealable judgment is rendered against any Indemnitee of the Indemnities in any action covered by the indemnification hereunder, or any lien in respect of such judgment attaches to any of the assets of any of the IndemniteeIndemnities, Seller and the Indemnitor Shareholders shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of Seller and the IndemnitorShareholders, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, Seller and the Indemnitor Shareholders shall forthwith pay such judgment or discharge such lien before any Indemnitee of Indemnities is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "IndemniteeINDEMNITEE"): (i) shall provide the other party or parties EMCC (the "IndemnitorINDEMNITOR") written notice of any claim or action by a third party Claim arising after the date hereof for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action Claim arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions Claims shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action Action by a third party arises after the date hereof for which an Indemnitor the Indemnitors may be liable under the terms of this Agreement, then Purchaser, as the agent for the Indemnitees (the "INDEMNITEE AGENT"), shall notify the Indemnitors within ten (10) days a reasonable time after such claim or action Action arises and is known to IndemniteePurchaser, and shall give the Indemnitors a reasonable opportunity: (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee; (ii) shall give the Indemnitor a reasonable opportunity to participate in any take all other required steps or proceedings and to settle or defend any such claim or action. Action; and (iii) to employ counsel to contest any such claim or Action in the name of the Indemnitee or otherwise. (b) The expenses of all proceedings, contests or lawsuits with respect to such claims or actions Actions shall be borne by the IndemnitorIndemnitors. If the Indemnitor wishes Indemnitors wish to assume the defense of such claim or actionAction, the Indemnitor then they shall give written notice to the Indemnitee Agent within ten (10) 30 days after notice from the Indemnitee Agent of such claim or actionAction (unless the claim or action reasonably requires a response in less than 30 days after the notice is given to the Indemnitors, in which event the Indemnitors shall notify the Indemnitee Agent at least 10 days prior to such reasonably required response date), and the Indemnitor Indemnitors shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, ; provided that the Indemnitee may participate in such defense at their its own expense, and the Indemnitor shall, in any event, . The Indemnitees shall have the right to control the defense of the claim or action. The failure Action unless and until the Indemnitors shall (i) assume the defense of an such claim or Action, and (ii) acknowledge in writing to the Indemnitee Agent that the Indemnitors shall be obligated under the terms of their indemnity hereunder to give any notice required by this Section the Indemnitees in connection with such claim or Action; provided, however, that the Indemnitors may not 32 settle such claim or Action without the Indemnitees' prior written consent, which shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitorbe unreasonably withheld. (bc) If the Indemnitor shall Indemnitors do not assume the defense of, or if after so assuming it shall the Indemnitors fail to defend, any such claim or actionAction, then the Indemnitee Indemnitees may defend against any such claim or action Action in such manner as they the Indemnitees may deem appropriate (provided that the Indemnitors may participate in such defense at their own expense), and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor Indemnitors shall promptly reimburse the Indemnitee Indemnitees for the amount of all expenses, legal and otherwise, reasonably and necessarily incurred by the Indemnitee Indemnitees in connection with the defense against and settlement of such claim or actionAction. If no settlement of such claim or Action is made, the Indemnitors shall satisfy any judgment rendered with respect to such claim or in such Action, before the Indemnitees are required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnitee in the defense of such claim or Action. (cd) If a non-appealable judgment an Order is rendered against any Indemnitee the Indemnitees in any action Action covered by the indemnification hereunder, or any lien Lien in respect of such Order attaches to any of the assets of any of the IndemniteeIndemnitees, the Indemnitor Indemnitors shall immediately upon such entry or attachment pay any amount required by such judgment Order in full full, or discharge such lien Lien unless, at the expense and direction request of the IndemnitorIndemnitors, an appeal is taken under which the execution of the judgment Order or satisfaction of the lien Lien is stayed. If and when a final judgment Order is rendered in any such actionAction, the Indemnitor Indemnitors shall forthwith pay any amount required by such judgment Order or discharge such lien Lien before any the Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action by a third party or government entity arises after the Closing Date for which an Indemnitor is or may be liable under the terms of this Agreement, then the Indemnitee shall notify the Indemnitor within ten thirty (1030) days after such claim or action arises and is known to the Indemnitee (provided, however, that failure to provide such notice will not affect the Indemnitee’s rights to indemnity hereunder from Indemnitor, unless the Indemnitee can show actual material prejudice resulting from such failure and (iithen only to the extent of such actual material prejudice) and shall give the Indemnitor a reasonable opportunity opportunity: (i) to participate take part in any examination of any books and records; (ii) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitee; (iii) to take all other required steps or proceedings to settle or defend any such claim or action. The expenses ; and (iv) to employ counsel to contest any such claim or action in the name of all proceedings, contests the Indemnitee or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. otherwise (except as set forth below in Section 8.7(b)). (b) If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor it shall give written notice of such intention to the Indemnitee within ten (10) days after Indemnitor first receives written notice from the Indemnitee of such claim or actionClaim, and the thereafter Indemnitee shall permit, and Indemnitor shall thereafter assume assume, the defense of any such claim or liabilityaction, through counsel reasonably satisfactory to the Indemnitee. Notwithstanding the foregoing, provided that the Indemnitee may participate in such defense of such claim or action (with one or more counsel of its own choice) at their its own expense, provided, however, that if the parties to any such claim or action (including any impleaded parties) include both the Indemnitor and the Indemnitee, and the Indemnitor shallshall have been advised in writing by counsel for the Indemnitee that there may be one or more defenses available to the Indemnitee that are not available to the Indemnitor or legal conflicts of interest pursuant to applicable rules of professional conduct between the Indemnitor and the Indemnitee, in any event, the Indemnitor shall not have the right to control assume the defense of the such claim or action. The failure action on behalf of an the Indemnitee to give any notice required and the fees and expenses of one such separate counsel employed by this Section the Indemnitee shall not affect any of such party's rights under this Section or otherwise, except and to be at the extent that such failure is actually prejudicial to the rights or obligations expense of the Indemnitor. (bc) If the Indemnitor shall not assume the defense of, of any claim or if action within ten (10) days after so assuming it shall fail to defend, any Indemnitor first receives written notice of such claim or action, the Indemnitee may defend against any such claim or action in such manner as they it may deem appropriate (provided that the Indemnitor may participate in such defense at its own expense) and a recovery against the Indemnitees may settle Indemnitee in such claim or litigation on action for damages suffered by it in good faith, shall be conclusive in its favor against the Indemnitor. (d) The Indemnitor shall not, without the written consent of the Indemnitee, settle or compromise any claim or action or consent to the entry of any judgment with respect thereto which does not include, as an unconditional term thereof, the giving to the Indemnitee a release by all other participants from all liability in respect of such terms as they may deem appropriate but claim or action. Unless the Indemnitor shall have elected not to assume the defense of any claim subject to Article VIII or, after reasonable written notice of any claim or action that is subject to the indemnification provisions of this Article VIII shall have failed to assume or participate in the defense thereof, the Indemnitee may not settle or compromise such claim or action without the written consent of the Indemnitor's approval, such approval consent not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen . (15e) days after the Indemnitor's receipt Upon determination of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the due to an Indemnitee (“Indemnification Amount”) in connection with any matter for which indemnification is sought under this Article VIII (“Indemnification Matter”) (whether by agreement between the defense Indemnitor and the Indemnitee or after a settlement of such claim agreement is executed or action. (c) If a non-appealable final judgment or order is rendered against any Indemnitee in any action covered by an arbitrator or court of competent jurisdiction with respect to the indemnification hereunder, or any lien attaches to any of the assets of any of the IndemniteeIndemnification Matter), the Indemnitor shall immediately upon promptly (and in any event, not later than 10 days after such entry or attachment determination) pay such judgment the Indemnification Amount, in cash, to the Indemnitee. Any Indemnification Amount that is not paid in full or discharge within 10 days after final determination of the Indemnification Amount as set forth above, such lien unless, unpaid amount shall thereafter accrue interest through the date of payment at the expense and direction prime rate as reported in The Wall Street Journal, Eastern Edition for the date of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a such final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do sodetermination.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party In connection with any claim which may give rise to indemnity under this Article IX resulting from or parties (the "Indemnitor") written notice arising out of any claim or action Proceeding brought by a third party for which against an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and Indemnitee by a Person that is known to Indemnitee, and (ii) shall give the Indemnitor not a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or actionparty hereto, the Indemnitor shall give written notice Indemnifying Party may, subject to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or actionSection 9.04(b), and the Indemnitor shall thereafter assume the defense of any such claim or liabilityProceeding, upon written notice to the relevant Indemnitee, if all Indemnifying Parties with respect to such claim or Proceeding jointly acknowledge to the Indemnitee its right to indemnity pursuant hereto in respect of the entirety of such claim (as such claim may have been modified through counsel written agreement of the parties or arbitration hereunder) and provides assurances, reasonably satisfactory to the such Indemnitee, provided that Indemnitee may participate the Indemnifying Parties will be financially able to satisfy such claim in full (subject to the Indemnification Limit) if such defense at their own expense, and claim or Proceeding is decided adversely. If the Indemnitor shall, in any event, have the right to control Indemnifying Parties assume the defense of the any such claim or action. The failure of an Proceeding, the Indemnifying Parties shall select counsel reasonably acceptable to such Indemnitee to give conduct the defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Parties shall have assumed the defense of any notice required by claim or Proceeding in accordance with this Section 9.04, the Indemnifying Parties shall not affect any of such party's rights under this Section or otherwise, except and be authorized to the extent that such failure is actually prejudicial consent to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense a settlement of, or if after so assuming it shall fail to defendthe entry of any judgment arising from, any such claim or actionProceeding, without the Indemnitee may defend against any prior written consent of such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheldIndemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be deemed approved a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such claim. Subject to Section 9.04(b), such Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Notwithstanding the preceding sentence, an Indemnitee shall have the right to conduct the defense of any claim or Proceeding until such time as the Indemnifying Parties assume the defense thereof in accordance with the terms hereof, provided that such Indemnitee may not (i) take any action that would materially adversely affect the right of the Indemnifying Parties to assert any reasonable defense or (ii) settle such claim or Proceeding without the written consent of the Indemnifying Parties, which consent may not be unreasonably withheld. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Parties in the defense of any claim or Proceeding being defended by the Indemnitor Indemnifying Parties pursuant to this Section 9.04. If the Indemnifying Parties do not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 9.04(a), such Indemnitee may defend against such claim or Proceeding. (b) Notwithstanding Section 9.04(a), the Indemnifying Parties may not assume the defense of any claim or Proceeding and the Indemnitee may assume such defense if (i) in the Indemnitor fails to object thereto, by written notice reasonable opinion of the Indemnitee there are one or more legal defenses available to the IndemniteeIndemnitee that conflict with those available to an Indemnifying Party, within fifteen (15ii) days after the Indemnitor's receipt of a written summary of maximum damages sought in such settlement. The Indemnitor shall promptly reimburse claim or Proceeding exceed the Indemnification Limit then in effect by more than 100% or (iii) the Indemnitee elects not to seek indemnification hereunder for the amount of all expenses, legal and otherwise, incurred by such claim. If the Indemnitee in connection with assumes defense of any such claim or Proceeding (except a claim or Proceeding the defense and settlement of which is assumed pursuant to clause (iii)), (A) the Indemnifying Parties may participate in, but not control, the defense of such claim or actionProceeding, and (B) if the Indemnitee receives a settlement proposal from the Person asserting such claim or instituting such Proceeding and is notified by an Indemnifying Party that such Indemnifying Party wants to accept such settlement proposal, the liability of the Indemnifying Parties with respect to such claim or Proceeding shall equal the lesser of (x) the amount offered in such settlement proposal, (y) the amount of actual Damages of the Indemnitee with respect to such claim or Proceeding or (z) the Indemnification Limit then in effect. (c) If a non-appealable judgment is rendered against the Indemnitee elects to defend any claim or Proceeding pursuant to the last sentence of Section 9.04(a) or pursuant to Section 9.04(b), the Indemnitee shall conduct such defense in such manner as it shall deem appropriate, including settling such claim or Proceeding after giving notice of the same to the Indemnifying Parties, on such terms as such Indemnitee shall deem appropriate. Each Indemnifying Party shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnitee in the defense of such claim or Proceeding. If the Indemnifying Parties seek to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any action covered such settlement, the Indemnifying Parties shall have the burden to prove by the indemnification hereunder, or any lien attaches to any a preponderance of the assets of any of the Indemnitee, the Indemnitor shall immediately upon evidence that such entry Indemnitee did not defend such claim or attachment pay such judgment Proceeding in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soreasonably prudent manner.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action by a third party arises after the Closing Date for which an Indemnitor may be liable under the terms of this Agreement, then Indemnitees shall notify KB, as the agent for the B/S/S Parties ("Agent"), within ten (10) days a reasonable time after such claim or action arises and is known to IndemniteeIndemnitees, and shall give the Indemnitors a reasonable opportunity: (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend Indemnitees; (ii) shall give the Indemnitor a reasonable opportunity to participate in any take all other required steps or proceedings and to settle or defend any such claim or action; and (iii) to employ counsel to contest any such claim or action in the name of Indemnitees or otherwise. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the IndemnitorIndemnitors. If the Indemnitor wishes Indemnitors wish to assume the defense of such claim or actionAction, the Indemnitor then Agent shall give written notice to the Indemnitee Indemnitees within ten (10) 30 days after notice from the Indemnitee Indemnitees of such claim or actionaction (unless the claim or action reasonably requires a response in less than 30 days after the notice is given to Agent, in which event Agent shall notify Indemnitees at least 10 days prior to such reasonably required response date), and the Indemnitor Indemnitors shall thereafter assume the defense of any such claim or liability, action through counsel reasonably satisfactory to the Indemnitee, Indemnitees; provided that Indemnitee Indemnitees may participate in such defense at their own expense, and ; provided further that Indemnitors may not settle any such claim or action without the Indemnitor shall, in any event, have the right to control the defense prior written approval of the claim or action. The failure of an Indemnitee to give any notice required by this Section Indemnitees, which approval shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitorbe unreasonably withheld. (b) If the Indemnitor shall Indemnitors do not assume the defense of, or if after so assuming it shall the Indemnitors fail to defend, any such claim or action, the Indemnitee then Indemnitees may defend against any such claim or action in such manner as they may deem appropriate and (provided that the Indemnitors may participate in such defense at their own expense); Indemnitees may settle such claim or litigation action on such terms as they may deem appropriate but subject to appropriate; and the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor Indemnitors shall promptly reimburse the Indemnitee Indemnitees for the amount of all expenses, legal and otherwise, reasonably and necessarily incurred by the Indemnitee Indemnitees in connection with the defense against and settlement of such claim or action. (c) . If a non-appealable judgment no settlement of such claim or action is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemniteemade, the Indemnitor Indemnitors shall immediately upon satisfy any judgment rendered with respect to such entry claim or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled Indemnitees are required to do so, and shall pay all expenses, legal or otherwise, reasonably and necessarily incurred by Indemnitees in the defense of such claim or action.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) The Indemnitee shall provide give the other party or parties (the "Indemnitor") written Company prompt notice of any claim or action by a third party for which an Indemnitor may be liable under Claim relating to the terms Indemnitee’s Company Status (provided that the failure to give such prompt notice to the Company shall not relieve the Company of this Agreement, within ten (10) days after such claim or action arises and is known any indemnification obligation hereunder except to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume extent that the defense of such claim or actionClaim is prejudiced by the failure to give such prompt notice, the Indemnitor shall give written notice and then only to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or actionextent), and the Indemnitor Company shall thereafter assume have the right to undertake the defense of any Claim by counsel chosen by the Company and reasonably satisfactory to the Indemnitee. If the Company undertakes the defense of any such claim or liabilityClaim, through the Indemnitee may, at the cost and expense of the Company, retain separate co-counsel reasonably satisfactory to defend Indemnitee, and shall, to the Indemniteebest of its ability, provided that Indemnitee may participate assist the Company, at the expense of the Company, in the defense of such defense at their own expenseClaim, and shall promptly send to the Indemnitor shallCompany, in at the expense of the Company, copies of any eventdocuments received by the Indemnitee that relate to such Claim. If the Company, within a reasonable time after receipt of notice of any such Claim, fails to defend the Indemnitee against which such Claim has been asserted, the Indemnitee shall (upon further notice to the Company) have the right to control undertake the defense, compromise or settlement of such Claim on behalf of the Company. Notwithstanding the foregoing, (a) if there is a reasonable probability that a Claim may materially and adversely affect the Indemnitee in a manner other than the payment of monetary liabilities, the Indemnitee shall have the right to defend such Claim and to compromise or settle such Claim (in such event, the Company may retain separate co-counsel and participate in the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. Claim); (b) If the Indemnitor Company shall not assume the defense of, or if after so assuming it shall fail be liable to defend, any such claim or action, the Indemnitee may defend against under this Agreement for any such amounts paid in settlement of any claim or action in such manner as they may deem appropriate and effected by the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to Indemnitee without the Indemnitor's approvalCompany’s prior consent, such approval which consent shall not to be unreasonably withheld, conditioned, or delayed; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderCompany shall not, or any lien attaches to any of without the assets of any written consent of the Indemnitee, settle or compromise any Claim or consent to the Indemnitor shall immediately upon entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee a release from all liability and adverse actions with respect to such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soClaim.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) If any legal proceeding shall provide the other party be instituted, or parties (the "Indemnitor") written notice of any ----------------- claim or action by a third party for demand made, against any Indemnified Party in respect of which an Indemnitor the Sellers may be liable under hereunder, such Indemnified Party shall give prompt written notice thereof to the terms Sellers and, except as otherwise provided in Section 8.4 below, the Sellers shall have the right to defend, or cause the ----------- Company or its successors to defend, any litigation, action, suit, demand, or claim for which it may seek indemnification unless, in the reasonable judgment of this AgreementBuyer, within ten (10) days after such claim litigation, action, suit, demand, or action arises and is known to Indemniteeclaim, or the resolution thereof, would have an ongoing effect on Global or Buyer, the Company or its successors, and (ii) such Indemnified Party shall give extend reasonable cooperation in connection with such defense, which shall be at the Indemnitor Sellers' expense. In the event the Sellers fail or refuse to defend the same within a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses length of all proceedingstime, contests or lawsuits with respect to such claims or actions the Indemnified Parties shall be borne by entitled to assume the Indemnitordefense thereof, and the Sellers shall be jointly and severally liable to repay the Indemnified Parties for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. If the Indemnitor wishes Sellers shall not have the right to assume the defense of such claim or any litigation, action, suit, demand, or claim in accordance with either of the Indemnitor two preceding sentences, the Indemnified Parties shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the absolute right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that settle, in Indemnified Parties' sole discretion such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense oflitigation, action, suit, demand, or if after so assuming it claim, but each Seller shall fail be entitled, at his own expense, to defendparticipate in such litigation, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalsuit, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunderdemand, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soclaim.

Defense of Claims. (a) Each party seeking Promptly after the receipt by any Genisys Shareholder of notice or discovery of any claim, damage or legal action or proceeding giving rise to indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") rights under this Section 9.03, such Genisys Shareholder will give Xxxxxxxx-Xxxxxxxx written notice of any claim such claim, damage, legal action or action by a third party proceeding (for which an Indemnitor may be liable under the terms purposes of this AgreementSection 9.03, within ten (10a "Claim") in accordance with this Section 9.03. Within seven days after of delivery of such claim written notice, Xxxxxxxx-Xxxxxxxx may, with such Genisys Shareholder's written consent, which shall not be unreasonably withheld, at the expense of Xxxxxxxx-Xxxxxxxx, elect to take all necessary steps properly to contest any Claim involving third parties or action arises and is known to Indemniteeprosecute or defend such Claim to conclusion or settlement. If Xxxxxxxx-Xxxxxxxx makes the foregoing election, then Xxxxxxxx-Xxxxxxxx will take all necessary steps to contest any such Claim or to prosecute or defend such Claim to conclusion or settlement, and (ii) shall give will notify such Genisys Shareholder of the Indemnitor a reasonable opportunity progress of any such Claim, will permit such Genisys Shareholder, at its expense, to participate in any proceedings such prosecution or defense (PROVIDED, HOWEVER, that if a conflict of interest exists which would make it inappropriate, in the reasonable opinion of such Genisys Shareholder, for the same counsel to represent both such Genisys Shareholder and to settle or defend any Xxxxxxxx-Xxxxxxxx in the resolution of such claim or action. The Claim, then such Genisys Shareholder may retain separate counsel, and the fees and expenses of one such counsel for all proceedings, contests or lawsuits with respect to such claims or actions applicable Genisys Shareholders shall be borne by Xxxxxxxx-Xxxxxxxx rather than by any such Genisys Shareholder) and will provide such Genisys Shareholder with reasonable access to all relevant information and documents relating to the IndemnitorClaim and Xxxxxxxx-Xxxxxxxx'x prosecution or defense thereof. If Xxxxxxxx-Xxxxxxxx does not make such election, then such Genisys Shareholder shall be free to handle the Indemnitor wishes to assume the defense of such claim prosecution or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim Claim, will take all necessary steps to contest any such Claim involving third parties or liabilityto prosecute or defend such Claim to conclusion or settlement, through counsel reasonably satisfactory will notify Xxxxxxxx-Xxxxxxxx of the progress of any such Claim, and will permit Xxxxxxxx-Xxxxxxxx, at the expense of Xxxxxxxx-Xxxxxxxx, to the Indemnitee, provided that Indemnitee may participate in such prosecution or defense at their own expenseand will provide Xxxxxxxx-Xxxxxxxx with reasonable access to all relevant information and documents relating to the Claim and such Genisys Shareholder's prosecution or defense thereof. In either case, the party not in control of a Claim will fully cooperate with, and will cause its counsel, if any, to fully cooperate with, the Indemnitor shall, other party in any event, have the right to control conduct of the prosecution or defense of the claim such Claim. Neither party will compromise or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, settle any such claim Claim AGREEMENT AND PLAN OF MERGER - Page 29 without the written consent of either such Genisys Shareholder (if Xxxxxxxx-Xxxxxxxx defends the Claim) or action, Xxxxxxxx-Xxxxxxxx (if such Genisys Shareholder defends the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approvalClaim), such approval consent not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) shall provide the other party or parties (the "Indemnitor") written notice of If any claim or action Action by a third ----------------- party arises after the date hereof for which an Indemnitor may be liable under the terms of this Agreement, then Purchaser, as the agent for Indemnitees (the "INDEMNITEE AGENT"), shall notify the Shareholders, within ten (10) days a reasonable time after such claim or action Action arises and is known to IndemniteePurchaser, and shall give the Indemnitors a reasonable opportunity: (i) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnitees; (ii) shall give the Indemnitor a reasonable opportunity to participate in any take all other required steps or proceedings and to settle or defend any such claim or action. Action; and (iii) to employ counsel to contest any such claim or Action in the name of the Indemnitees or otherwise. (b) The expenses of all proceedings, contests or lawsuits with respect to such claims or actions Actions shall be borne by the IndemnitorIndemnitors. If the Indemnitor wishes Indemnitors wish to assume the defense of such claim or actionAction, then the Indemnitor Shareholders shall give written notice to the Indemnitee Agent within ten (10) 30 days after notice from the Indemnitee Agent of such claim or actionAction (unless the claim or action reasonably requires a response in less than 30 days after the notice is given to the Shareholders, in which event the Shareholders shall notify the Indemnitee Agent at least 10 days prior to such reasonably required response date), and the Indemnitor Shareholders shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, Indemnitees; provided that Indemnitee the Indemnitees may participate in such defense at their own expense, and the Indemnitor shall, in any event, . The Indemnitees shall have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section Action unless and until the Indemnitors shall not affect any (i) assume the defense of such party's rights under this Section claim or otherwiseAction, except and (ii) acknowledge in writing to the extent Indemnitee Agent that such failure is actually prejudicial the Indemnitors shall be obligated under the terms of their indemnity hereunder to the rights Indemnitees in connection with such claim or obligations of the IndemnitorAction. (bc) If the Indemnitor shall Indemnitors do not assume the defense of, or if after so assuming it shall the Indemnitors fail to defend, any such claim or actionAction, then the Indemnitee Indemnitees may defend against any such claim or action Action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheldappropriate; provided, however, that any the Indemnitors may participate in such settlement shall defense at their own expense; and provided further that the Indemnitees may not settle such claim or Action without the Indemnitors' prior written consent, which will not be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlementunreasonably withheld. The Indemnitor Indemnitors shall promptly reimburse the Indemnitee Indemnitees for the amount of all expenses, legal and otherwise, reasonably and necessarily incurred by the Indemnitee Indemnitees in connection with the defense against and settlement of such claim or actionAction. If no settlement of such claim or Action is made, the Indemnitors shall satisfy any judgment rendered with respect to such claim or in such Action, before the Indemnitees are required to do so, and pay all expenses, legal or otherwise, reasonably and necessarily incurred by the Indemnitee in the defense of such claim or Action. (cd) If a final non-appealable judgment Order is rendered against any Indemnitee the Indemnitees in any action Action covered by the indemnification hereunder, or any lien Lien in respect of such Order attaches to any of the assets of any of the IndemniteeIndemnitees, the Indemnitor Indemnitors shall immediately upon such entry or attachment pay any amount required by such judgment Order in full full, or discharge such lien Lien unless, at the expense and direction request of the IndemnitorIndemnitors, an appeal is taken under which the execution of the judgment Order or satisfaction of the lien Lien is stayed. If and when a final judgment Order is rendered in any such actionAction, the Indemnitor Indemnitors shall forthwith pay any amount required by such judgment Order or discharge such lien Lien before any Indemnitee is the Indemnitees are compelled to do so.

Defense of Claims. (a) 12.3.1. Each party seeking indemnification hereunder (an "“Indemnitee"”): (i) shall provide the other party or parties (the "“Indemnitor"”) written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, within ten (10) days after such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's ’s rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) 12.3.2. If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) 12.3.3. If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, at the expense and direction of the Indemnitor, an appeal is taken under which the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do so.

Defense of Claims. (a) Each party seeking indemnification hereunder (an "Indemnitee"): (i) Whenever any Claim shall provide be made that alleges a Loss for which indemnification would be payable hereunder, the other party or parties entitled to indemnification (the "“Indemnitee”) shall notify the indemnifying party (the “Indemnitor"”) written notice of any claim or action by a third party for which an Indemnitor may be liable under the terms of this Agreement, in writing within ten (10) 30 days after the Indemnitee has actual knowledge of such claim or action arises and is Claim (the “Notice of Claim”). The Notice of Claim shall specify all facts known to Indemnitee, the Indemnitee giving rise to such Claim and a detailed breakdown of the amount or an estimate of the amount of the Loss arising therefrom. (ii) shall give If the Indemnitor a reasonable opportunity facts giving rise to participate in any proceedings and to settle or defend any such Claim shall involve any actual, threatened or possible claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne demand by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or action, the Indemnitor shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend person against any such claim or action in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object thereto, by written notice to the Indemnitee, within fifteen (15) days after the Indemnitor's receipt of a written summary of such settlement. The Indemnitor shall promptly reimburse the Indemnitee for the amount of all expenses, legal and otherwise, incurred by the Indemnitee in connection with the defense and settlement of such claim or action. (c) If a non-appealable judgment is rendered against any Indemnitee in any action covered by the indemnification hereunder, or any lien attaches to any of the assets of any of the Indemnitee, the Indemnitor shall immediately upon be entitled (without prejudice to the right of the Indemnitee to participate at its expense through co-counsel of its own choosing) to contest or defend such entry or attachment pay such judgment in full or discharge such lien unless, Claim at the its expense and direction through counsel of its own choosing if it gives written notice of its intention to do so to the Indemnitee within 10 days after receipt of the Indemnitor, an appeal is taken under which Notice of Claim; provided that Indemnitor diligently prosecutes or defends such Claim. (iii) Neither the execution of the judgment or satisfaction of the lien is stayed. If and when a final judgment is rendered in any such action, Indemnitee nor the Indemnitor shall forthwith pay settle any Claim or consent to the entry of judgment with respect thereto without the prior written consent of the other party, which consent shall not unreasonably be withheld or delayed. If a firm offer is made to settle a Claim defended by the Indemnitee and the Indemnitor refuses to accept such judgment offer within 20 days after receipt of written notice from the Indemnitee of the terms of such offer, then, in such event, the Indemnitee shall continue to contest or discharge defend such lien before Claim and shall be indemnified pursuant to the terms hereof. If a firm offer is made to settle a Claim and the Indemnitor notifies the Indemnitee in writing that the Indemnitor desires to accept and agree to such settlement, but the Indemnitee elects not to accept or agree to it, the Indemnitee may continue to contest or defend such Claim and in such event, the total maximum Losses for which indemnification would be due hereunder with respect to such Claim shall be limited to and shall not exceed the amount of such settlement offer, plus reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) to the date of notice that the Indemnitor desires to accept such settlement. (iv) Notwithstanding any provision of this Agreement to the contrary, no Claim for indemnification pursuant to this Section 6 by the Indemnitee is compelled shall be asserted except to do sothe extent indemnifiable Losses exceed, in the aggregate, the sum of $25,000 (the “Basket Amount”), after which only aggregate Losses in excess of the Basket Amount shall be indemnifiable hereunder by the Sellers. Notwithstanding any provision of this Agreement to the contrary, the maximum liability for indemnification by the Buyer shall not exceed the Purchase Price, and for Sellers, shall not exceed the Purchase Price received by Sellers. Any liability of any Sellers for indemnification with respect to a Claim shall be satisfied in cash up to the Purchase Price received by Sellers, first from the Escrow Amount held on behalf of Sellers, and if not satisfied, then from the Sellers’ own funds.

Defense of Claims. (a) Each party seeking If any Indemnitee receives notice of the assertion of any Indemnifiable Loss or of the commencement of any Action made or brought by any Person who is not an Indemnitee (a “Third-Party Claim”) with respect to which indemnification hereunder is to be sought from an Indemnifying Party, the Indemnitee shall give such Indemnifying Party prompt written notice thereof, but in no event later than twenty (an "20) Business Days after the Indemnitee"): ’s receipt of notice of such Third-Party Claim; provided the failure to do so shall not relieve the Indemnifying Party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate (in each case, to the extent known) (i) shall provide the other party bases of the claim for indemnification, (ii) the amount or parties (the "Indemnitor") written notice method of any claim computation of the amount of the Indemnifiable Loss that has been or action by a third party for which an Indemnitor may be liable under incurred by the terms of Indemnitee and (iii) a reference to the provision or provisions in this Agreement, within Agreement upon which such claim is based. Within ten (10) days Business Days after receiving such claim or action arises and is known to Indemnitee, and (ii) shall give the Indemnitor a reasonable opportunity to participate in any proceedings and to settle or defend any such claim or action. The expenses of all proceedings, contests or lawsuits with respect to such claims or actions shall be borne by the Indemnitor. If the Indemnitor wishes to assume the defense of such claim or actionnotice, the Indemnitor Indemnifying Party shall give written notice to the Indemnitee within ten (10) days after notice from the Indemnitee of such claim or action, and the Indemnitor shall thereafter assume the defense of any such claim or liability, through counsel reasonably satisfactory to the Indemnitee, provided that Indemnitee may participate in such defense at their own expense, and the Indemnitor shall, in any event, have the right to control the defense of the claim or action. The failure of an Indemnitee to give any notice required by this Section shall not affect any of such party's rights under this Section or otherwise, except and to the extent that such failure is actually prejudicial to the rights or obligations of the Indemnitor. (b) If the Indemnitor shall not assume the defense of, or if after so assuming it shall fail to defend, any such claim or action, the Indemnitee may defend against any such claim or action participate in such manner as they may deem appropriate and the Indemnitees may settle such claim or litigation on such terms as they may deem appropriate but subject to the Indemnitor's approval, such approval not to be unreasonably withheld; provided, however, that any such settlement shall be deemed approved by the Indemnitor if the Indemnitor fails to object theretoor, by giving written notice to the Indemnitee, within fifteen to elect to assume the defense of any Third-Party Claim at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel. (15b) days after Pursuant to the Indemnitor's receipt notice requirement in the final sentence of Section ‎9.2(a), in the case of a written summary claim by a Buyer’s Indemnitee, Seller, and in the case of a claim by a Seller’s Indemnitee, Buyer, shall be entitled to direct the defense against a Third-Party Claim for which indemnification is sought hereunder, with counsel selected by it and reasonably acceptable to the other and, in the case of a claim by a Buyer’s Indemnitee, Seller, and in the case of a claim by a Seller’s Indemnitee, the Buyer, shall (and shall cause its respective Affiliates to) provide reasonable assistance in such defense at the direction of the Party so defending, including taking reasonable actions related to such defense (including making filings with Governmental Authorities) at the direction of such settlementParty, provided that (i) Buyer or Seller (as applicable) is conducting a good faith defense, (ii) Buyer (in the case of a claim by a Seller’s Indemnitee), or Seller (in the case of a claim by a Buyer’s Indemnitee), has irrevocably acknowledged in writing its obligation to provide indemnification for such claim and (iii) the only relief sought by such Third-Party Claim is monetary (rather than equitable) in nature, and provided, further, that such party directing the defense shall not compromise or settle it without receiving a release of the indemnified parties and the indemnified parties not becoming subject to non-monetary penalties, obligations or restrictions as a result thereof; in all other events, the indemnified parties (acting through the Buyer, in the case of a Buyer’s Indemnitee, or through Seller, in the case of a Seller’s Indemnitee) shall have the exclusive right to direct the defense against such Third-Party Claim (at the expense of the Indemnifying Party), with counsel selected by it and reasonably acceptable to the Indemnifying Party, provided, that the indemnified parties shall not compromise or settle such Third-Party Claim without receiving a release of the Indemnifying Party and the Indemnifying Party not becoming subject to non-monetary penalties, obligations or restrictions as a result thereof. The Indemnitor Parties who are not directing the defense shall promptly reimburse at all times have the Indemnitee for right to participate in the amount defense of all expensesa Third-Party Claim in reasonable respects and at their own expense directly or through counsel of their choosing that is reasonably acceptable to the party directing the defense; provided that if the named parties to the Action include both the Indemnifying Party and one or more indemnified parties, legal the Indemnifying Party is directing the defense, and otherwise, incurred an indemnified party is advised by counsel in writing that representation of both parties by the Indemnitee in connection with same counsel would be inappropriate under applicable standards of professional conduct, the defense and settlement indemnified parties may engage one separate counsel to represent them at the expense of such claim or actionthe Indemnifying Party. (c) If no such notice of intent to dispute and defend a nonThird-appealable judgment Party Claim is rendered against any Indemnitee given by Buyer or Seller (whichever is authorized to act on behalf of the Indemnifying Party in any action covered by accordance with the indemnification hereunderimmediately preceding paragraph), or any lien attaches if such good faith defense is not being, or ceases to any be, conducted by Buyer or Seller (as applicable), the other shall have the right, on behalf of the assets of any of the Indemnitee, the Indemnitor shall immediately upon such entry or attachment pay such judgment in full or discharge such lien unless, indemnified parties and at the expense and direction of the IndemnitorIndemnifying Party, an appeal is taken under which to undertake the execution defense of such claim (with counsel selected by it and reasonably acceptable to the Indemnifying Party) and to compromise or settle it (at the Indemnifying Party’s expense), subject to receipt of a release of the judgment Indemnifying Party and the Indemnifying Party not becoming subject to non-monetary penalties, obligations or satisfaction restrictions as a result thereof. If the Third-Party Claim is one that by its nature cannot be defended solely by the party directing the defense, then the other party hereto shall make available such information and assistance (including without limitation its officers, employees and agents) as the party directing the defense may reasonably request and shall cooperate with such party directing the defense in such defense (at the expense of the lien is stayed. If and when a final judgment is rendered in any such action, the Indemnitor shall forthwith pay such judgment or discharge such lien before any Indemnitee is compelled to do soIndemnifying Party).