Common use of Defense of Claims Clause in Contracts

Defense of Claims. In connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party hereto, the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemnitee, each Indemnified Party which consent shall not be unreasonably withheld, the Indemnifying Party will not consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any plaintiff to such Indemnified Party of a release from all liability in respect to such claim or proceeding which would lead litigation. No Indemnifying Party shall be required to liability or create indemnify any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled Indemnified Party with respect to indemnification hereunder. Without the prior written consent of any settlement entered into without the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4’s prior written consent.

Defense of Claims. In If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by the Applicable Indemnifying Party, provided that, in connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by a person that such assumption, (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) the Applicable Indemnifying Party first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party so elect to assume the defense of a party heretoThird Party Claim, the Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (unless but not control) such Indemnitee elects defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Third Party shall select counsel reasonably acceptable to Claim, the Indemnified Party may defend the same in such Indemnitee to conduct the defense of manner as it may deem appropriate, including settling such claim or proceeding, shall take all steps necessary in litigation after giving notice to the defense or settlement thereof Applicable Indemnifying Party of such terms and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Applicable Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on promptly reimburse the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior Indemnified Party upon written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4request.

Defense of Claims. (a) In connection with the event that any claim which may give rise action, suit or proceeding is brought against Paratek or WCCI or any Affiliate or sublicensee of either Party alleging the infringement of the Technology or intellectual property rights of a Third Party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Product or use of WCCI Technology, Paratek Technology or Joint Technology in the discovery, Development, Commercialization, manufacture, use, sale, offer for sale, or importation of a Product, then WCCI shall have the sole right and obligation to indemnity under this Article 9 resulting defend itself and Paratek in such action, suit or proceeding at its sole expense, unless such action, suit or proceeding alleges that the infringement arises from or arising out otherwise pertains to the use of any claim Paratek Technology by Paratek or WCCI to synthesize, generate, make and develop Paratek Compounds, Lead Candidates or Products in which case WCCI shall have the right (but not the obligation) to defend Paratek in such action, suit or proceeding against an Indemnitee at its sole expense. Paratek shall have the right to separate counsel at its own expense in any action, suit or proceeding being defended by a person that is not a party hereto, the Indemnifying Party WCCI pursuant to this Section 9.2.2(a). The Parties and their respective Affiliates shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume cooperate with each other in the defense of any such claim suit, action or proceeding. The Indemnifying Parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish each other a copy of each communication relating to the alleged infringement. Neither Party nor such Party’s Affiliates shall select counsel reasonably acceptable compromise, settle or otherwise dispose of any such suit, action or proceeding which involves the other’s Technology or Patent Rights without the other Party’s advice and prior consent if such compromise, settlement or other disposition would impair any rights retained by such other Party or any of its Affiliates to use such Indemnitee Technology or Patent Rights, provided that the Party not defending the suit shall not unreasonably withhold its consent to conduct any settlement. If the defense defending Party agrees that the other Party or any of such claim its Affiliates should institute or join any suit, action or proceeding pursuant to this Section 9.2.2(a), the defending Party may at its expense, join the other Party or any of its Affiliates as a party to the suit, action or proceeding, and the Party or Affiliate so joined shall execute all documents and take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemniteeother actions, including giving testimony, which consent shall not may reasonably be unreasonably withheldrequired in connection with the prosecution of such suit, the Indemnifying Party will not enter into any settlement of, action or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4proceeding.

Defense of Claims. In connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by Within thirty (30) Days after the Indemnifying Party receives a person that is not a party heretoClaim Notice, the Indemnifying Party shall (unless such Indemnitee elects notify the Indemnified Party whether or not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to and during such thirty (30) Day period, to file any settlement ofmotion, pleading or other answer that it deems necessary or appropriate to protect its interests, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent those of the Indemnifying Party, which consent shall and that is not be unreasonably withheldprejudicial to the Indemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the Indemnitee will not Indemnified Party may defend against, or enter into any settlement or with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any claim or proceeding which would lead indemnification obligations the Indemnifying Party may have with respect to liability or create any financial or other obligation on such Claim. The Indemnifying Party’s failure to respond in writing to a Claim Notice within the part thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall defend the Indemnified Party against the Claim with counsel of the Indemnifying Party’s choice (reasonably acceptable to Indemnified Party unless which shall cooperate with the Indemnifying Party has failed in all reasonable respects in such defense), (b) the Indemnifying Party shall pay any judgment entered or refused settlement with respect to acknowledge responsibility for such Claim, (c) the Indemnifying Party shall not consent to entry of any judgment or defend such claim enter into any settlement with respect to the Claim that (i) does not include a provision whereby the plaintiff or proceeding within claimant in the matter releases the Indemnified Party from all liability with respect to the Claim or (ii) contains terms that may materially and adversely affect the Indemnified Party (other than as a reasonable period result of time after notice is provided pursuant money damages covered by the indemnity), and (d) the Indemnified Party shall not consent to Section 9.4entry of any judgment or enter into any settlement with respect to the Claim without the Indemnifying Party’s prior written consent. In all instances the Indemnified Party may employ separate counsel and participate in defense of a Claim, but the Indemnified Party shall bear all fees and expenses of counsel employed by the Indemnified Party.

Defense of Claims. In connection with case any claim legal action shall be commenced or threatened (provided that in the case of a threatened legal action the Indemnified Party believes in good faith that an indemnifiable Loss is likely to occur) against an Indemnified Party which may give rise to indemnity under this Article 9 resulting from or arising out could result in a Loss, the Indemnified Party shall promptly notify the Indemnifying Party in writing. After receipt of any claim or proceeding against an Indemnitee by a person that is not a party heretosuch notice, the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim)have the right, upon exercisable by written notice of exercise to the relevant IndemniteeIndemnified Party promptly after receipt of the notice provided for in the next preceding sentence, to participate in and assume (and control) the defense of such action, at its own expense and with its own counsel, provided such counsel is satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of such action, the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action. The Indemnified Party shall have the right to participate in (but not control) the defense of any such claim or proceedingaction, but the fees and expenses of counsel for the Indemnified Party shall be at its own expense except as set forth in the following sentence. The Indemnifying Party shall select bear the reasonable fees and expenses of counsel reasonably acceptable retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel due to such Indemnitee actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, (ii) the Indemnifying Party shall not elect to conduct assume the defense of such claim or proceedingthe action, (iii) the Indemnifying Party shall take all steps necessary not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party has authorized the employment of counsel for the indemnified Party to handle the defense of the action at the expense of the Indemnifying Party. In no event will the Indemnifying Party be liable for any settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the or admission of liability with respect to any action without its prior written consent of the Indemniteeconsent, which consent shall not be unreasonably withheld, but if settled with such consent, the Indemnifying Party will shall be liable therefore, subject to the limitations set forth in this Section. The Indemnifying Party may not enter into settle any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled claim subject to indemnification hereunder. Without pursuant to this Section without the prior written consent of the Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or assumption of the defense of, any action by an Indemnifying Party, which consent Party shall not be unreasonably withheld, without prejudice to the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part right of the Indemnifying Party unless and shall not be construed as a waiver of its right to deny the Indemnifying Party has failed obligation to indemnify the Indemnified Party. The giving of notice, as above provided, of a loss, damage, cost or refused expense claimed to acknowledge responsibility for be indemnifiable hereunder, to exercise the right, as the same is provided (and limited) herein, to participate in and assume control of the defense against such claim, shall be a prerequisite to any obligation to indemnity; provided, however, that the Indemnified Party’s rights pursuant to this Section shall not be forfeited by reason of a failure to give such notice or defend to cooperate in the defense to the extent such failure does not have a material and adverse effect on the defense of such matter. Notwithstanding any of the above, LVGI shall have control of any action arising from a tax claim to the extent such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4reflected on LVGI’s tax returns.

Defense of Claims. In connection with The indemnifying Party shall defend, at its sole expense, any claim which may give rise to indemnity claim, demand, loss, liability, damage, or other cause of action within the scope of the indemnifying Party’s indemnification obligations under this Article 9 resulting Agreement, provided that the indemnified Party notifies the indemnifying Party promptly in writing of any claim, loss, liability, damage, or cause of action against the indemnified Party and gives the indemnifying Party information, and assistance at the reasonable expense of the indemnifying Party in defense of the matter. The indemnified Party may be represented by its own counsel (at the indemnified Party’s sole expense) and may participate in any proceeding relating to a claim, loss, liability, damage, or cause of action in which the indemnified Party or both Parties are defendants, provided, however, the indemnifying Party shall, at all times, control the defense and any appeal or settlement of any matter for which it has indemnification obligations under this Agreement so long as any such settlement includes an unconditional release of the indemnified Party from or all liability arising out of such claim, demand, loss, liability, damage, or other cause of action and does not require any remediation or other action other than the payment of money which the indemnifying party will be responsible for hereunder and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the indemnified Party. Should the Parties both be named as defendants in any third-party claim or proceeding against an Indemnitee by a person that is not a party heretocause of action arising out of or relating to the Assets or Operating Services, the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice Parties will cooperate with each other in the joint defense of their common interests to the relevant Indemniteeextent permitted by law, assume the and will enter into an agreement for joint defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceeding, shall take all steps necessary in action if the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without Parties mutually agree that the prior written consent execution of the Indemnitee, which consent shall not same would be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4beneficial.

Defense of Claims. In connection 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with any claim respect to which may give rise an Indemnifying Party is obligated to indemnity provide indemnification under this Article 9 resulting from or arising out Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of any claim or proceeding against an actual notice of such Third Party Claim; provided, however, that the failure of the Indemnitee by a person that is not a party hereto, to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent that Indemnifying Party is materially prejudiced by such failure (unless such whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee elects not must, in any event, notify the Indemnifying Party prior to seek indemnity hereunder the Termination Date as required pursuant to Section 14.1 in order for such claim)party to be indemnified. The Indemnifying Party shall be entitled, upon written notice to the relevant Indemnitee, to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnitee. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof, provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (a) the employment of such separate counsel has been specifically authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has failed to assume the defense of any such claim Third Party Claim within a reasonable time after receipt of notice thereof with counsel reasonably satisfactory to such Indemnitee, or proceeding(c) the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and the Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. The Notwithstanding the foregoing, the Indemnifying Party shall select not be liable for the fees and disbursements of more than one counsel reasonably acceptable to such Indemnitee to conduct for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the defense of such claim same general allegations or proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereofcircumstances. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or of any claim or proceeding which Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee for which unless such settlement includes as an unconditional term thereof the release of the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent from all liability in respect of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying such Third 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 provided pursuant to Section 9.4Claim.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 10 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedinglitigation, shall take all steps necessary be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense: provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; and provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 10 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemniteeeach Indemnified Party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant litigation. No Indemnifying Party shall be required to Section 9.4indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out VIII (the “Indemnified Party”) agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim or proceeding asserted against an Indemnitee it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a person written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, except to the extent, and only to the extent, that is the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: (a) such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; (b) the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and (c) any such defense or compromise shall be conducted in a party heretomanner which are reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall (unless such Indemnitee elects promptly notify the Indemnified Party of its intention not to seek indemnity hereunder for such undertake to defend or compromise the claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection with any claim which may Each party entitled to indemnification under Sections 7(a) (the "Indemnified Party") shall give rise notice to indemnity under this Article 9 resulting from or arising out the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedinglitigation, shall take all steps be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under the Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. Notwithstanding the foregoing, however, (i) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and of the Indemnified Party in connection with the defense of such action, suit, investigation, inquiry or other proceeding or that there may be legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnifying Party, then, at the sole cost and expense of such Indemnified Party, counsel for the Indemnified Party shall be entitled to conduct a defense to the extent reasonably determined by such counsel to be necessary to protect the interest of the Indemnified Party, and (ii) in any event, the Indemnified Party shall be entitled to have counsel chosen by such Indemnified Party participate in, but not to conduct, the defense. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation, shall, except with the prior written consent of the Indemniteeeach Indemnified Party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgment or enter into any settlement of, that does not include as a unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4litigation.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out VIII (the “Indemnified Party”) agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim or proceeding asserted against an Indemnitee it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a person written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, except to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: (a) such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; (b) the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and (c) any such defense or compromise shall be conducted in a manner which is reasonable and not a party heretocontrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall (unless such Indemnitee elects promptly notify the Indemnified Party of its intention not to seek indemnity hereunder for such undertake to defend or compromise the claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection with any claim which may give rise to indemnity fulfilling its obligations under this Article 9 resulting from or arising out Section 7.3, after the Indemnifying Party has provided each Indemnified Party with a written notice of any claim or proceeding against an Indemnitee by a person that is not a party heretoits agreement to indemnify each Indemnified Party under this Section 7.3, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding, brought by a third party in such manner as the Indemnifying Party may reasonably deem appropriate; provided, however, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any Indemnified Party, other than financial obligations for which such Person will be indemnified hereunder, unless such Indemnitee elects Person has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to seek indemnity hereunder for any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such claim)suit, upon written notice action, investigation, claim or proceeding. Notwithstanding the Indemnifying Party’s election to the relevant Indemnitee, assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (a) on the advice of counsel to the Indemnified Party, use of counsel of the Indemnifying Party’s choice could reasonably be expected to give rise to a material conflict of interest, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding. The , or (c) if the Indemnifying Party shall select authorize the Indemnified Party to employ separate counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4’s expense.

Defense of Claims. In connection with any claim which may Each party entitled to indemnification under ----------------- this Section 5 (the "Indemnified Party") shall give rise notice to indemnity under this Article 9 resulting from or arising out the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemnitee, each Indemnified Party which consent shall not be unreasonably withheld, the Indemnifying Party will not consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or defend such claim or proceeding within litigation and include a reasonable period statement as to or an admission of time after notice is provided pursuant fault, culpability or a failure to Section 9.4act by or on behalf of any Indemnified Party. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior written consent.

Defense of Claims. In connection The STWCSV Indemnitees or the Manager Indemnitees (each, a "Protected Party"), as applicable, shall give prompt notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") of the commencement or assertion of any Claim. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Protected Party under Section 10.1 or Section 10.2, as applicable, except to extent the failure to give such notice materially and adversely prejudices such Indemnifying Party. Subject to non-interference with any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party heretoinsurance defense being provided with respect thereto, the Indemnifying Party shall (unless be entitled to defend, subject to consultation with the Protected Party, any Claim brought against the Protect Party arising out of or connected with any matters referred to in this Section 10.3, and each party shall provide the other with such Indemnitee elects not assistance in relation to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceedingClaim as either party may reasonably request. The Indemnifying Party shall select counsel reasonably acceptable inform the Protected Party on a periodic basis of the status and progress of any Claims to such Indemnitee to conduct the defense of such claim or proceeding, shall take all steps necessary in the defense or settlement thereof which this Section 10.3 relates and shall at have due regard to any views expressed by the Protected Party in relation thereto. The Protected Party shall cooperate with all times diligently and promptly perform resolution thereofreasonable requests made by the Indemnifying Party in defending such Claims. Without Neither party shall compromise or settle any Claim without the prior written other party's consent of the Indemnitee, which consent shall (not to be unreasonably withheld, conditioned or delayed). If, pending the Indemnifying Party will not enter into outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such event, subject at all times to non-interference with any settlement ofinsurance defense being provided and subject also to the obligation to cooperate with the other party as hereinabove set forth, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not each party shall be entitled to participate in the defense of any such Claim, initially at its own expense but with the benefit of subsequent indemnification hereunderpursuant to Section 10.1 (if the Protected Party is a STWCSV Indemnitee) or Section 10.2 (if the Protected Party is a Manager Indemnitee). Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless Even if the Indemnifying Party has failed or refused assumed the defense of any Claim and has acknowledged its indemnification obligations with respect thereto, the Protected Party nevertheless shall be entitled to acknowledge responsibility for or defend participate in such claim or proceeding within a reasonable period of time after notice is provided pursuant defense on its own behalf and at its own expense, subject to Section 9.4non-interference with insurance defense and the duty to cooperate with the Indemnifying Party as hereinabove provided.

Defense of Claims. In connection The COPR Indemnitees or the Manager Indemnitees (each, a "Protected Party"), as applicable, shall give prompt notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") of the commencement or assertion of any Claim. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have to such Protected Party under Section 10.1 or Section 10.2, as applicable, except to extent the failure to give such notice materially and adversely prejudices such Indemnifying Party. Subject to non-interference with any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party heretoinsurance defense being provided with respect thereto, the Indemnifying Party shall (unless be entitled to defend, subject to consultation with the Protected Party, any Claim brought against the Protect Party arising out of or connected with any matters referred to in this Section 10.3, and each party shall provide the other with such Indemnitee elects not assistance in relation to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceedingClaim as either party may reasonably request. The Indemnifying Party shall select counsel reasonably acceptable inform the Protected Party on a periodic basis of the status and progress of any Claims to such Indemnitee to conduct the defense of such claim or proceeding, shall take all steps necessary in the defense or settlement thereof which this Section 10.3 relates and shall at have due regard to any views expressed by the Protected Party in relation thereto. The Protected Party shall cooperate with all times diligently and promptly perform resolution thereofreasonable requests made by the Indemnifying Party in defending such Claims. Without Neither party shall compromise or settle any Claim without the prior written other party's consent of the Indemnitee, which consent shall (not to be unreasonably withheld, conditioned or delayed). If, pending the Indemnifying Party will not enter into outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such event, subject at all times to non-interference with any settlement ofinsurance defense being provided and subject also to the obligation to cooperate with the other party as hereinabove set forth, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not each party shall be entitled to participate in the defense of any such Claim, initially at its own expense but with the benefit of subsequent indemnification hereunderpursuant to Section 10.1 (if the Protected Party is a COPR Indemnitee) or Section 10.2 (if the Protected Party is a Manager Indemnitee). Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless Even if the Indemnifying Party has failed or refused assumed the defense of any Claim and has acknowledged its indemnification obligations with respect thereto, the Protected Party nevertheless shall be entitled to acknowledge responsibility for or defend participate in such claim or proceeding within a reasonable period of time after notice is provided pursuant defense on its own behalf and at its own expense, subject to Section 9.4non-interference with insurance defense and the duty to cooperate with the Indemnifying Party as hereinabove provided.

Defense of Claims. In connection If any third party notifies any party with respect to any claim matter which may give rise to indemnity a claim for indemnification against LEG (the "Indemnified Party") under this Article 9 resulting from or arising out XII, the Indemnified Party shall notify LEG thereof in writing promptly stating the nature and basis of any claim or proceeding made against an Indemnitee the Indemnified Party by a person that is not a the third party hereto, and the Indemnifying amount of liability asserted against the Indemnified Party shall (unless by such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent third party by reason of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation claim; provided that no delay on the part of the Indemnitee Indemnified Party in notifying LEG will relieve LEG from any obligation under this Agreement unless, and then solely to the extent that, LEG is prejudiced thereby. Within thirty (30) days after receiving such notice LEG shall give written notice to the Indemnified Party stating whether it disputes the claim for which the Indemnitee is not indemnification and whether it will defend against any third party claim or liability at its own cost and expense. LEG shall be entitled to indemnification hereunder. Without direct the prior written defense against a third party claim or liability with counsel selected by it (subject to the consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld, ). LEG shall not consent to the Indemnitee will not entry of a judgment with respect to the matter or enter into any settlement settlement, which does not include a provision whereby the plaintiff or any claimant in the matter releases the Indemnified Party from all liability with respect thereto. The Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both LEG and the Indemnified Party and the Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Indemnified Party may engage separate counsel (subject to the consent of LEG, which would lead consent shall not be unreasonably withheld) at the expense of LEG. If no such notice of intent to dispute and defend a third party claim or liability or create any financial or other obligation on is given by LEG, the part Indemnified Party shall have the right, at the expense of LEG, to undertake the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or defend defense of such claim or proceeding within a reasonable period liability (with counsel selected by the Indemnified Party and reasonably acceptable to LEG), and to compromise or settle it, with the consent of time after notice LEG, which consent shall not be unreasonably withheld. If the third party claim or liability is provided pursuant to Section 9.4one that by its nature cannot be defended solely by LEG, then the Indemnified Party shall make available such information and assistance as LEG may reasonably request and shall cooperate with LEG in such defense, at the expense of LEG.

Defense of Claims. In connection with any claim which may Each party entitled to indemnification under ----------------- this Section 7 (the "Indemnified Party") shall give rise notice to indemnity under this Article 9 resulting from or arising out the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party -------- ------- shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the -------- ------- failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemnitee, each Indemnified Party which consent shall not be unreasonably withheld, the Indemnifying Party will not consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or defend such claim or proceeding within litigation and include a reasonable period statement as to or an admission of time after notice is provided pursuant fault, culpability or a failure to Section 9.4act by or on behalf of any Indemnified Party. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior written consent.

Defense of Claims. In connection Other than in the case of any Liability being managed by a Party in accordance with any claim other Transaction Document or in the case of a Mixed Action (which may give rise shall be managed in accordance with Section 6.10(d)), an Indemnifying Party shall be entitled (but shall not be required) to indemnity assume, control the defense of, and settle any Third-Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, which counsel must be reasonably acceptable to the applicable Indemnified Parties, if it gives written notice of its intention to do so and agreement that the Indemnified Party is entitled to indemnification under this Article 9 resulting VI to the applicable Indemnified Parties within thirty (30) calendar days of the receipt of notice from such Indemnified Parties of the Third-Party Claim. After such notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third-Party Claim, such Indemnified Parties shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise or arising out settlement thereof, at its own expense and, in any event, shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses and all pertinent and material Information and materials in such Indemnified Party’s possession or under such Indemnified Parties’ control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that such access shall not require the Indemnified Parties to disclose any Information the disclosure of which would, in the reasonable judgment of the Indemnified Parties, result in the loss of any claim existing attorney-client privilege, attorney work-product protection or proceeding other applicable privilege or immunity with respect to such Information or violate any applicable Law (provided that the Indemnified Parties that would otherwise be required to disclose Information shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege, protection or immunity or violation of Law). Notwithstanding anything to the contrary in this Section 6.5 or Section 6.10, in the event that (i) an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, (ii) there exists a conflict of interest or potential conflict of interest between the Indemnifying Party and the applicable Indemnified Party, (iii) any Third-Party Claim seeks an order, injunction or other equitable relief, relief for other than money damages against an Indemnitee by the Indemnified Party or asserts any criminal wrongdoing (excluding de minimis equitable relief incidental to the award of money damages), (iv) the Indemnifying Party shall not have employed counsel within thirty (30) calendar days after notice from the Indemnified Party of such Third-Party Claim, (v) the Indemnified Party’s exposure to Liability in connection with such Third- Party Claim is reasonably expected to exceed the Indemnifying Party’s exposure in respect of such Third-Party Claim taking into account the indemnification obligations hereunder or (vi) the party making such Third-Party Claim is a person that Governmental Authority with regulatory authority over the Indemnified Party or any of its material Assets, such Indemnified Party(ies) shall be entitled to assume the defense of such Third-Party Claim, at the Indemnifying Party’s expense, with counsel of such Indemnified Party’s choosing. If the Indemnified Party is not a party heretoconducting the defense against any such Third-Party Claim, the Indemnifying Party shall (unless reasonably cooperate with the Indemnified Party in such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice defense and make available to the relevant IndemniteeIndemnified Party all witnesses and all pertinent and material Information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party; provided, assume the defense of any however, that such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent access shall not be unreasonably withheld, require the Indemnifying Party will not enter into to disclose any settlement ofInformation the disclosure of which would, or any claim or proceeding which would lead to liability or create any financial or other obligation on in the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent reasonable judgment of the Indemnifying Party, which consent shall not be unreasonably withheldresult in the loss of any existing attorney-client privilege, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial attorney work-product protection or other obligation on applicable privilege or immunity with respect to such Information or violate any applicable Law (provided that the part Indemnified Parties that would otherwise be required to disclose Information shall take any and all reasonable action necessary to permit such disclosure without such loss of the Indemnifying Party unless the Indemnifying Party has failed privilege, protection or refused to acknowledge responsibility for immunity or defend such claim or proceeding within a reasonable period violation of time after notice is provided pursuant to Section 9.4Law).

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 8 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemnitee, each Indemnified Party which consent shall not be unreasonably withheld, the Indemnifying Party will not consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant litigation. No Indemnifying Party shall be required to Section 9.4indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior written consent.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out ----------------- Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party -------- ------- shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the -------- ------- failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemniteeeach Indemnified Party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant litigation. No Indemnifying Party shall be required to Section 9.4indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent.

Defense of Claims. In connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party hereto, the The Indemnifying Party shall (unless such Indemnitee elects not may elect to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume and control the defense of any such claim or proceeding. The Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party shall select counsel reasonably acceptable acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Indemnitee Claim and provides reasonable evidence to conduct the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of such claim or proceedinga Claim, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, then (i) the Indemnifying Party will not enter into be liable for any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Partysuch Claim effected without its consent, which consent shall will not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of ; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or refused to acknowledge responsibility for employ counsel with respect thereto or defend (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4.separate counsel will be paid by the Indemnifying Party. If such conditions are not

Defense of Claims. In connection The Indemnifying Party shall have twenty (20) calendar days after receipt of the Litigation Notice to notify the Claimant that it elects to conduct and control any legal or administrative action or suit with any respect to an identifiable claim which may (the “Election Notice”). If the Indemnifying Party gives a Disagreement Notice (as defined below) or does not give rise the foregoing Election Notice, the Claimant shall have the right to indemnity under this Article 9 resulting from defend, contest, settle or arising out compromise such action or suit in the exercise of any claim or proceeding against an Indemnitee by a person that is not a party heretoits sole discretion. If the Indemnifying Party gives the foregoing Election Notice and provides information reasonably satisfactory to the Claimant confirming the Indemnifying Party’s financial capacity to defend such Indemnity Loss, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel selected by the Indemnifying Party and at the Indemnifying Party’s sole expense, the conduct and settlement of such action or suit, and the Claimant shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to a) the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable not thereby consent to such Indemnitee the terms of any settlement or to conduct the defense imposition of such claim or proceeding, shall take all steps necessary in any injunction against the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without Claimant without the prior written consent of the Indemnitee, which consent shall Claimant (such approval not be unreasonably withheldwithheld or delayed) unless such settlement provides the Claimant with a full release from Liability and the sole relief provided in connection with such settlement is monetary damages, (b) the Indemnifying Party shall permit the Claimant to participate in such conduct or settlement through legal counsel chosen by the Claimant, but the fees and expenses of such legal counsel shall be borne by the Claimant, except as provided in clause (c) below, (c) upon a final determination of such action or suit, the Indemnifying Party will not enter into shall promptly reimburse the Claimant, to the extent required under this ARTICLE VII for the full amount of any settlement ofIndemnity Loss incurred by the Claimant, or any claim or proceeding which would lead to liability or create any financial or other obligation on except fees and expenses of legal counsel that the part Claimant incurred after the assumption of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent conduct and control of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement such action or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of suit by the 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 provided pursuant to Section 9.4in good faith.

Defense of Claims. In connection with any claim which may give rise If the Indemnifying Party has acknowledged in writing to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party heretothe Indemnified Party the Indemnifying Party’s responsibility for defending such claim, the Indemnifying Party shall have the right to defend, at its sole cost and expense, such claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party may not enter into any compromise or settlement unless (unless a) such Indemnitee elects not compromise or settlement includes as an unconditional term thereof, the giving by each claimant or plaintiff to seek indemnity hereunder for the Indemnified Party of a release from all liability in respect of such claim), upon written notice to ; and (b) the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Indemnified Party shall select counsel reasonably acceptable consents to such Indemnitee to conduct the defense of such claim compromise or proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemniteesettlement, which consent shall not be withheld, conditioned or delayed unless such compromise or settlement involves (i) any admission of legal wrongdoing by the Indemnified Party, (ii) any payment by the Indemnified Party that is not indemnified hereunder, or (iii) the imposition of any equitable relief against the Indemnified Party. If the Indemnifying Party does not elect to assume control of the defense of a claim or if a good faith and diligent defense is not being or ceases to be materially conducted by the Indemnifying Party, then the Indemnified Party shall have the right, at the expense of the Indemnifying Party, upon at least ten (10) Business Days’ prior written notice to the Indemnifying Party of its intent to do so, to undertake the defense of such claim for the account of the Indemnifying Party (with counsel reasonably selected by the Indemnified Party and approved by the Indemnifying Party, such approval not unreasonably withheld, conditioned, or delayed); provided that the Indemnified Party shall keep the Indemnifying Party will apprised of all material developments with respect to such claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party to such litigation. The Indemnified Party may not enter into any settlement of, compromise or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without settle such litigation without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld, the Indemnitee will not enter into any settlement conditioned, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4delayed.

Defense of Claims. In connection with If a Party hereto seeks indemnification under this Section 10, such Party (the "Indemnified Party") shall give written notice to the other Party (the ----------------- "Indemnifying Party") after receiving written notice of any such action, ------------------- lawsuit, proceeding, investigation or other claim which may give against it (if by a third party) or discovering the liability, obligation or facts giving rise to indemnity under this Article 9 resulting from or arising out of any such claim or proceeding against an Indemnitee by a person for indemnification, describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that is not a party hereto, the failure to so notify the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity relieve the Indemnifying Party of its or their obligations hereunder for such claim), upon written notice except to the relevant Indemniteeextent such failure shall have prejudiced the Indemnifying Party. In that regard, assume if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined. would entitle the Indemnified Party to indemnity pursuant to this Section 10, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense of any such action, lawsuit, proceeding, investigation or other claim or proceeding. The Indemnifying Party giving rise to the Indemnified Party's claim for indemnification at its expense, and at its option (subject to the limitations set forth below) shall select be entitled to appoint lead counsel of such defense with reputable counsel reasonably acceptable to such Indemnitee the Indemnified Party; provided that, as a condition precedent 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party's right to assume control of such defense, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.it must first:

Defense of Claims. In connection with any claim which that may give rise to indemnity under this Article 9 Section 8 resulting from or arising out of any claim or proceeding Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party shall may (unless such Indemnitee elects not to seek indemnity hereunder for such claim)) but shall not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceedingProceeding if the Indemnifying Party with respect to such claim or Proceeding acknowledges to the Indemnitee the Indemnitee's right to indemnity pursuant hereto to the extent provided herein (as such claim may have been modified through written agreement of the parties); provided, however, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, reasonably acceptable to the Indemnifying Party, if the Indemnified Party shall determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this Section 8(d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingProceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform pursue the resolution thereof. Without If the Indemnifying Party shall have assumed the defense of any claim or Proceeding in accordance with this Section 8(d), the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with the prior written consent of the such Indemnitee, which consent not to be unreasonably withheld; provided, however, that the Indemnifying Party shall not be unreasonably withheldauthorized 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, directors, officers, employees and agents with respect to such claim, including any reasonably foreseeable collateral consequences thereof. 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. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party will not enter into any settlement of, or in the defense of any claim or proceeding which would lead Proceeding being defended by the Indemnifying Party pursuant to liability this Section 8(d). If the Indemnifying Party does not assume the defense of any claim or create any financial Proceeding resulting therefrom in accordance with the terms of this Section 8(d), such Indemnitee may defend against such claim or other obligation on the part Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the Indemnitee for which the Indemnitee is not entitled same to indemnification hereunder. Without the prior written consent of the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which consent shall not be unreasonably withheld, the such Indemnitee will not enter into any settlement or any defended such claim or proceeding which would lead Proceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the burden to liability or create any financial or other obligation on the part prove by a preponderance of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or evidence that such Indemnitee did not defend such claim or proceeding within Proceeding in a reasonable period of time after notice is provided pursuant to Section 9.4reasonably prudent manner.

Defense of Claims. In connection Upon receipt by the Indemnifying Party of a notice from the Indemnified Party with respect to any claim which may give rise of a third party against the Indemnified Party, and acknowledgment by the Indemnifying Party (whether after resolution of a dispute or otherwise) of the Indemnified Party’s right to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party heretoindemnification hereunder with respect to such claim, the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate to the extent reasonably requested by the Indemnifying Party in defense or proceeding, prosecution thereof. If the Indemnifying Party shall take all steps necessary in acknowledge the Indemnified Party’s right to indemnification and elect to assume the defense or settlement thereof of such claim, the Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at all times diligently and promptly perform resolution thereof. Without the prior written consent expense of the IndemniteeIndemnified Party, unless there is, under applicable standards of conduct, a conflict on any significant issue between Indemnifying Party and the Indemnified Party that makes it improper for one counsel to represent both parties, in which consent case the reasonable fees and expenses of one separate counsel to the Indemnified Party shall be at the expense of the Indemnifying Party. If the Indemnifying Party does not be unreasonably withheldassume the defense of a third party claim and disputes the Indemnified Party’s right to indemnification, the Indemnifying Party will not enter into any settlement ofshall have the right to participate in the defense of such claim through counsel of its choice, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of at the Indemnifying Party’s expense, which consent and the Indemnified Party shall not be unreasonably withheld, have control over the Indemnitee will not enter into any settlement or any claim or proceeding which would lead litigation and authority to liability or create any financial or other obligation on the part of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or defend resolve such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4claim.

Defense of Claims. In connection with any claim which may give rise Each party asserting a right to indemnity indemnification under this Article 9 resulting from or arising out VIII (the “Asserting Party”) agrees to notify the party putatively required to provide indemnification (the “Responding Party”) with reasonable promptness of any claim or proceeding asserted against an Indemnitee it in respect of which the Responding Party may be liable under this Agreement, which notification shall be accompanied by a person that is not a party hereto, written statement setting forth the Indemnifying basis of such claim and the manner of calculation thereof. The Responding Party shall (unless such Indemnitee elects not have the right, at its election, to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of defend or compromise any such claim or proceeding. The Indemnifying Party at its own expense with counsel of its choice; provided, however, that (i) such counsel shall select counsel reasonably acceptable to such Indemnitee to conduct have been approved by 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 perform resolution thereof. Without the prior written consent of the IndemniteeAsserting Party, which consent approval shall not be unreasonably withheldwithheld or delayed; (ii) the Asserting Party may participate in such defense if it so chooses with its own counsel and at its own expense; and (iii) any such defense or *The asterisk (*) indicates that material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 of the rules to the Securities and Exchange Act of 1934, as amended. compromise shall be conducted in a manner which is reasonable and not prejudicial to the Asserting Party’s interest in such matter. In the event the Responding Party does not undertake to defend or compromise the claim, the Indemnifying Responding Party will shall promptly notify the Asserting Party of its intention not enter into to undertake to defend or compromise the claim, and the Responding Party shall be bound by (a) the final decree of any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on court of competent jurisdiction deciding the part validity and amount of the Indemnitee for which claim asserted against the Indemnitee is not entitled to indemnification hereunder. Without Asserting Party, and (b) any compromise of such claim made with the prior written consent of the Indemnifying Responding Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement withheld or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4delayed.

Defense of Claims. In connection with any claim which may give rise to indemnity If a party hereto seeks indemnification under this Article 9 resulting from or arising out 10, such party (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") after receiving written notice of any action, lawsuit, proceeding, investigation or other claim or proceeding against an Indemnitee it (if by a person third party) or discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that is not a party hereto, the failure to so notify the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity relieve the Indemnifying Party of its or his obligations hereunder for such claim), upon written notice except to the relevant Indemniteeextent such failure shall have prejudiced the Indemnifying Party. In that regard, assume if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 10, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense of any such action, lawsuit, proceeding, investigation or other claim or proceeding. The Indemnifying Party giving rise to the Indemnified Party's claim for indemnification at its expense, and at its option (subject to the limitations set forth below) shall select be entitled to appoint lead counsel of such defense with reputable counsel reasonably acceptable to such Indemnitee the Indemnified Party; provided that, as a condition precedent 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party's right to assume control of such defense, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.it must first:

Defense of Claims. In connection The indemnifying party shall have thirty (30) calendar days after receipt of either notice referred to in Section 13.03 of this Agreement to notify the indemnified party that it elects to conduct and control any legal or administrative action or suit with any claim which may respect to an indemnifiable claim. If the indemnifying party does not give rise such notice, the indemnified person shall have the right to indemnity under defend, contest, settle or compromise such action or suit in the exercise of its exclusive discretion, and the indemnifying party shall, upon request from the indemnified person, promptly pay the indemnified person in accordance with the other provisions of this Article 9 XIII the amount of any Damages resulting from its liability to the third party claimant. If the indemnifying party 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 arising out suit, and the indemnified person shall cooperate with the indemnifying party in connection therewith; provided, however, that (a) the indemnifying party shall not thereby permit to exist any lien, encumbrance or other adverse charge securing the claims indemnified hereunder upon any asset of the indemnified person, (b) the indemnifying party shall not thereby consent to the imposition of any claim or proceeding injunction against an Indemnitee by a the indemnified person that is not a party hereto, without the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.indemnified person,

Defense of Claims. In connection with any claim which may Each party entitled to indemnification ----------------- under Sections 6.1 or 6.2 (the "Indemnified Party") shall give rise notice to indemnity under this Article 9 resulting from or arising out the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedinglitigation, shall take all steps be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under the Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. Notwithstanding the foregoing, however, (i) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and of the Indemnified Party in connection with the defense of such action, suit, investigation, inquiry or other proceeding or that there may be legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnifying Party, then counsel for the Indemnified Party shall be entitled to conduct a defense to the extent reasonably determined by such counsel to be necessary to protect the interest of the Indemnified Party, and (ii) in any event, the Indemnified Party shall be entitled to have counsel chosen by such Indemnified Party participate in, but not to conduct, the defense. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation, shall, except with the prior written consent of the Indemniteeeach Indemnified Party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgment or enter into any settlement of, that does not include as a unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4litigation.

Defense of Claims. In connection with any claim which may give rise to indemnity fulfilling its obligations under this Article 9 resulting from or arising out Section VIII.3, after the Indemnifying Party has provided each Indemnified Party with a written notice of any claim or proceeding against an Indemnitee by a person that is not a party heretoits agreement to indemnify each Indemnified Party under this Section VIII.3, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall (unless have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any Claim brought by a third party in such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to manner as the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel may reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingdeem appropriate; provided, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, that: (a) the Indemnifying Party will not enter into consent to any settlement ofor entry of judgment imposing any obligations on any Indemnified Parties, other than financial obligations for which such Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (not to be unreasonably withheld, conditioned or delayed); and (b) the Indemnifying Party will not consent to any claim settlement or proceeding which would lead to liability or create any financial or other obligation on entry of judgment unless, in connection therewith, the part Indemnifying Party obtains a full and unconditional release of the Indemnitee for Indemnified Party from all liability with respect to such Claim. Notwithstanding the Indemnifying Party’s election to assume the defense or investigation of such Claim, the Indemnified Party shall have the right to employ separate counsel (at its own cost except as provided below) and to reasonably participate in the defense or investigation of such Claim, which participation shall be at the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent expense of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation if: (a) on the part advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party unless Party’s choice would reasonably be expected to give rise to a conflict of interest; (b) the Indemnifying Party has failed shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense; or refused (c) separate counsel is retained to acknowledge responsibility for or defend represent the Indemnifying Party in any action which seeks relief other than monetary damages against the Indemnified Party to the extent such claim or proceeding within a reasonable period of time after notice representation is provided pursuant related to Section 9.4such relief.

Defense of Claims. In connection with any claim which may give rise Each party properly entitled to indemnity indemnification under this Article 9 resulting from or arising out VIII (the “Indemnified Party”) agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim or proceeding asserted against an Indemnitee it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a person written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, except to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: (a) such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; (b) the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and (c) any such defense or compromise shall be conducted in a manner which is reasonable and not a party heretocontrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall (unless such Indemnitee elects promptly notify the Indemnified Party of its intention not to seek indemnity hereunder for such undertake to defend or compromise the claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 6 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemniteeeach Indemnified Party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant litigation. No Indemnifying Party shall be required to Section 9.4indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent.

Defense of Claims. In Except as otherwise set forth in the last sentence of this Section 9.6, in connection with any claim which may give rise to indemnity under this Article 9 IX resulting from or arising out of any claim or proceeding Action against an Indemnitee by a person Person that is not a party hereto, the Indemnifying Party shall may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such Action, to the extent that the Action relates only to monetary damages and the Indemnifying Party provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will be financially able to satisfy such claim or proceedingin full if such Action is decided adversely. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingAction, shall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly perform pursue the resolution thereof. Without If the prior written Indemnifying Party shall have assumed the defense of any Action in accordance with this Section 9.6, the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Action, to the extent that the settlement requires only the payment of monetary damages, includes no injunctive provisions or performance requirements of the Indemnitee and includes no admission of guilt or liability. Or in the alternative, the Indemnifying Party will seek consent of the Indemnitee, Indemnitee (which consent shall not be unreasonably withheldwithheld or delayed). If the Indemnifying Party has so elected to assume the defense, each Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any Action being defended by the Indemnifying Party pursuant to this Section 9.6. If the Indemnifying Party does not assume the defense of any Action resulting therefrom in accordance with the terms of this Section 9.6, or the Indemnifying Party does not acknowledge to the Indemnitee the 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) or the Indemnifying Party does not provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will not enter into any settlement ofbe financially able to satisfy such claim in full if such Action is decided adversely, or any claim or proceeding which would lead to liability or create any financial or other obligation on such Indemnitee may defend against such Action in such manner as it may deem appropriate at the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent cost of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection with (a) An Indemnified Party shall, after obtaining actual knowledge, thereof, promptly notify each Originators in writing of any claim Claim as to which may indemnification is sought (unless any Originator theretofore has notified such Indemnified Party of such Claim); except that the failure to give rise to indemnity such notice shall not release any Originator from any of its obligations under this Article 9 resulting from or arising out Agreement, however, such Originator’s obligations shall be reduced to the extent that failure to promptly give notice of any claim action, suit or proceeding against such Indemnified Party (i) impairs such Originator from defending such Claim or (ii) increases the amount for which such Originator is liable in accordance with Section 6.1. Within thirty (30) days after receiving notice from an Indemnitee by a person that Indemnified Party of any Claim as to which indemnification is not a party heretosought, each Originator, if it so desires, may elect in writing, subject to the provisions of the following paragraph, to control, at its sole cost and expense, and to assume full responsibility for, the Indemnifying defense of such Claim with counsel acceptable to the Indemnified Parties in their reasonable discretion; provided, that such Originator has agreed in writing on or prior to the assumption of such defense to indemnify such Indemnified Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice Claim. If any Originator elects to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Claim, such Originator shall keep the Indemnified Party which is the subject of such proceeding fully apprised of the status of the proceeding and shall select counsel reasonably acceptable provide such Indemnified Party with all information with respect to such Indemnitee proceeding as such Indemnified Party may reasonably request. If such Originator does not elect to conduct assume control, as provided for above, and provided it is not prevented from assuming such control pursuant to the defense provisions of clause (b) below, the applicable Indemnified Party shall, at the expense of such claim or proceeding, shall take Originator supply such Originator with all steps necessary in the defense or settlement thereof such information and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or defend documents reasonably requested by such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4Originator.

Defense of Claims. In connection with any claim which that may give rise to indemnity under this Article 9 IX resulting from or arising out of any claim or proceeding Proceeding against an Indemnitee by a person Person that is not a party hereto, the Indemnifying Party shall may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such claim or proceedingProceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingProceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly perform pursue the resolution thereof. Without If the prior written consent Indemnifying Party shall have assumed the defense of the Indemnitee, which consent shall not be unreasonably withheldany claim or Proceeding in accordance with this Section 9.5, the Indemnifying Party will not enter into any shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or proceeding which would lead to liability or create any financial or other obligation on Proceeding, if it first obtains the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless each Indemnitee. If the Indemnifying Party has failed so elected to assume the defense, each 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. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or refused Proceeding being defended by the Indemnifying Party pursuant to acknowledge responsibility for this Section 9.5. If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 9.5, such Indemnitee may defend against such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4Proceeding in such manner as it may deem appropriate.

Defense of Claims. In connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by Within thirty (30) Days after the Indemnifying Party receives a person that is not a party heretoClaim Notice, the Indemnifying Party shall (unless such Indemnitee elects notify the Indemnified Party whether or not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to and during such thirty (30) Day period, to file any settlement ofmotion, pleading or other answer that it deems necessary or appropriate to protect its interests, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent those of the Indemnifying Party, which consent shall and that is not be unreasonably withheldprejudicial to the Indemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the Indemnitee will not Indemnified Party may defend against, or enter into any settlement or with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any claim or proceeding which would lead indemnification obligations the Indemnifying Party may have with respect to liability or create any financial or other obligation on such Claim. The Indemnifying Party’s failure to respond in writing to a Claim Notice within the part thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall defend the Indemnified Party against the Claim with counsel of the Indemnifying Party’s choice (reasonably acceptable to Indemnified Party unless which shall cooperate with the Indemnifying Party has failed in all reasonable respects in such defense), (b) the Indemnifying Party shall pay any judgment entered or refused settlement with respect to acknowledge responsibility for or defend such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4.Claim,

Defense of Claims. In connection with a) The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim which may give rise claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified by a the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person that is not a party heretoindemnified in respect of loss to the full extent provided by this Clause, the Indemnifying Party shall (unless such Indemnitee elects not be entitled, at its option, to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume and control the defense of any such claim claim, action, suit or proceedingproceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defense. The Indemnifying Party shall select counsel reasonably acceptable not be entitled to such Indemnitee to conduct the defense of such claim settle or proceedingcompromise any claim, shall take all steps necessary in the defense action, suit or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without proceeding without the prior written consent of the IndemniteeIndemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, which consent the loss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party has exercised its rights under Clause 20.4 the Indemnified Party shall not be unreasonably withheldentitled to settle or compromise any claim, the Indemnifying Party will not enter into any settlement ofaction, or any claim suit or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement withheld or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of delayed). If the Indemnifying Party unless exercises its rights under Clause 20.4 then the Indemnifying Indemnified Party has failed or refused shall nevertheless have the right to acknowledge responsibility for or defend employ its own counsel and such claim or proceeding within a reasonable period counsel may participate in such action, but the fees and expenses of time after notice is provided pursuant to Section 9.4.such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless:

Defense of Claims. In connection A Party with any claim which may give rise an indemnification obligation pursuant to indemnity under this Article 9 resulting IX (an “Indemnifying Party”) shall have the right to defend the Indemnified Parties pursuant to this Article IX by counsel of the Indemnifying Party’s selection (including insurance counsel) reasonably satisfactory to the Indemnified Party, unless in the opinion of counsel for the Indemnifying Party a conflict of interest between the Parties may exist with respect to such claim. If the Indemnifying Party does not assume the defense of the Indemnified Party, or if a conflict precludes counsel for the Indemnifying Party from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party heretoproviding the defense, then the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder reimburse the Indemnified Party on a monthly basis for such claim)the Indemnified Party’s defense through separate counsel of the Indemnified Party’s choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, upon the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder. The Parties shall give each other prompt written notice to the relevant Indemnitee, assume of any asserted claims or actions indemnified against hereunder and shall cooperate with each other in the defense of any such claim claims or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereofactions. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement conditioned or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the delayed, no Indemnifying Party unless the Indemnifying Party has failed shall settle any such claims or refused to acknowledge responsibility for actions in a manner that would require any action or defend such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4forbearance from action by any Indemnified Party.

Defense of Claims. In connection (i) Promptly after receipt by an indemnified party under this Section 4.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under Sections 4.8 and 4.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in such action at the indemnifying party's expense, and, to the extent the indemnifying party so desires, jointly with any claim other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties at the indemnifying party's expense; provided, however, that an indemnified party (together with all other indemnified parties which may give rise be represented without conflict by one counsel )shall have the right to indemnity under this Article 9 resulting from retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party or arising out parties, as the case may be, by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interests between such indemnified party and any claim or proceeding against an Indemnitee other party represented by a person that is not a party heretosuch counsel in such proceeding. No indemnifying party, the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the in defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct litigation, shall, except with 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 perform resolution thereof. Without the prior written consent of the Indemniteeeach indemnified party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgement or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to the indemnified party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4litigation.

Defense of Claims. In connection If a party (the “Indemnified Party”) receives notice of a third party claim for which the Indemnified Party believes it is entitled to indemnification, the Indemnified Party will give notice of that third party claim to the other party (the “Indemnifying Party”) promptly after receiving notice of that claim, but in any event by no later than five (5) business days after the Indemnified Party receives a complaint or other notice that a suit, agency action, arbitration or other proceeding has been initiated with respect to that claim. The failure of the Indemnifying Party to deliver notice of that claim within the period in the previous sentence will not cause the Indemnified Party to waive its right to indemnification unless that failure would result in a default judgment against the Indemnified Party or make defenses or counterclaims unavailable that the Indemnified Party could otherwise have asserted if not for failure to deliver timely notice of that claim. The Indemnifying Party will conduct the defense of the claim with legal counsel of its choice and will have the right to make all decisions concerning the manner in which it will conduct the defense. The Indemnifying Party may settle or otherwise compromise any such third party claim at its expense on such terms as it deems acceptable without requiring the consent of Indemnified Party; however, it the terms of the settlement would require that the Indemnified Party admit to fault for any wrongdoing, agree to restrict its business activities, or incur expenses for which may give rise it would not be entitled to indemnity indemnification under this Article 9 resulting from Agreement or arising out of any claim or proceeding against an Indemnitee by a person that is not a party heretoapplicable law, the Indemnifying Party shall (unless such Indemnitee elects may not to seek indemnity hereunder for such claim), upon written notice settle or otherwise compromise those claims without the consent of the Indemnified Party. The Indemnified Party will provide reasonable cooperation to the relevant Indemnitee, assume Indemnifying Party to assist with the Indemnifying Party’s defense of the claim. The Indemnified Party may also participate in the defense of any such claim or proceedingthat action with counsel of its choice at the Indemnified Party’s expense. The However, if there exists a conflict of interest between the Indemnified Party and the Indemnifying Party shall select counsel reasonably acceptable that does not permit the Indemnified Party to such Indemnitee conduct an effective defense of the Indemnified Party, or the Indemnifying Party is unable or unwilling (for financial reasons or otherwise) to conduct an effective defense of the claims, the Indemnified Party may conduct the defense of such the claim or proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party’s expense and thereafter make all decisions concerning the conduct of that claim, which consent shall not be unreasonably withheld, the Indemnitee will not enter into including those to settle or compromise any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation such claim. Limitation on the part of the 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 provided pursuant to Section 9.4.Liability

Defense of Claims. In connection A Party with any claim which an indemnification obligation pursuant to this ARTICLE 11 (an “Indemnifying Party”) shall have the right to defend the Indemnified Parties pursuant to this ARTICLE 11 by counsel of the Indemnifying Party’s selection (including insurance counsel) reasonably satisfactory to the Indemnified Party, unless in the opinion of counsel for the Indemnifying Party a conflict of interest between the Parties may give rise exist with respect to indemnity under this Article 9 resulting such claim. If the Indemnifying Party does not assume the defense of the Indemnified Party, or if a conflict precludes counsel for the Indemnifying Party from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party heretoproviding the defense, then the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder reimburse the Indemnified Party on a monthly basis for such claim)the Indemnified Party’s defense through separate counsel of the Indemnified Party’s choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, upon the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its own choice without relieving the Indemnifying Party of any of its obligations hereunder. The Parties shall give each other prompt written notice to the relevant Indemnitee, assume of any asserted claims or actions indemnified against hereunder and shall cooperate with each other in the defense of any such claim claims or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereofactions. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement conditioned or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the delayed, no Indemnifying Party unless the Indemnifying Party has failed shall settle any such claims or refused to acknowledge responsibility for actions in a manner that would require any action or defend such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4forbearance from action by any Indemnified Party.

Defense of Claims. In connection with If a claim for Loss (a "Claim") is to be made by a party entitled to indemnification hereunder (the "Indemnified Party") against the party from whom indemnification is claimed (the "Indemnifying Party"), the Indemnified Party shall give written notice (a "Claim Notice") to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware of any claim fact, condition or event which may give rise to indemnity Loss for which indemnification may be sought under this Article 9 resulting from Section 13. If any lawsuit or arising out enforcement action is filed against any party entitled to the benefit of any claim or proceeding against an Indemnitee by a person that is not a party heretoindemnity hereunder, written notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within ten (10) business days after the service of the citation or summons). The failure of any Indemnified Party to give timely notice hereunder shall (unless such Indemnitee elects not affect rights to seek indemnity hereunder for such claim)indemnification hereunder, upon written notice except to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, extent that the Indemnifying Party will demonstrates actual Loss caused by such failure. Notwithstanding the foregoing, a Claim Notice must be made within the survival period set forth in Section 12, whether or not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless is prejudiced by any failure to give the Indemnifying Claim Notice. The Claim Notice shall describe in reasonable detail the nature of the Claim, including an estimate of the amount of Loss that have been or may be suffered or incurred by the Indemnified Party has failed or refused attributable to acknowledge responsibility such Claim, the basis of the Indemnified Party's request for or defend such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4.indemnification under the Agreement and all

Defense of Claims. In connection with any claim which may give rise Each party asserting a right to indemnity indemnification under this Article 9 resulting from or arising out X (the “Asserting Party”) agrees to notify the party putatively required to provide indemnification (the “Responding Party”) with reasonable promptness of any claim or proceeding for Damages asserted against an Indemnitee it in respect of which the Responding Party may be liable under this Agreement, which notification shall be accompanied by a person that is not a party hereto, written statement setting forth the Indemnifying basis of such claim and the manner of calculation thereof. The Responding Party shall (unless such Indemnitee elects not have the right, at its election, to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of defend or compromise any such claim or proceeding. The Indemnifying Party at its own expense with counsel of its choice; provided, however, that (i) such counsel shall select counsel reasonably acceptable to such Indemnitee to conduct have been approved by 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 perform resolution thereof. Without the prior written consent of the IndemniteeAsserting Party, which consent approval shall not be unreasonably withheldwithheld or delayed; (ii) the Asserting Party may participate in such defense if it so chooses with its own counsel and at its own expense; and (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not prejudicial to the Asserting Party’s interest in such matter. In the event the Responding Party does not undertake to defend or compromise the claim, the Indemnifying Responding Party will shall promptly notify the Asserting Party of its intention not enter into to undertake to defend or compromise the claim, and the Responding Party shall be bound by (a) the final decree of any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on court of competent jurisdiction deciding the part validity and amount of the Indemnitee for which claim asserted against the Indemnitee is not entitled to indemnification hereunder. Without Asserting Party, and (b) any compromise of such claim made with the prior written consent of the Indemnifying Responding Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement withheld or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4delayed.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemnitee, each Indemnified Party which consent shall not be unreasonably withheld, the Indemnifying Party will not consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any plaintiff to such Indemnified Party of a release from all liability in respect to such claim or proceeding which would lead litigation. No Indemnifying Party shall be required to liability or create indemnify any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled Indemnified Party with respect to indemnification hereunder. Without the prior written consent of any settlement entered into without the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4’s prior written consent.

Defense of Claims. In connection As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, the applicable Buyer Indemnified Party or Seller Indemnified Party (for the purposes of this Section 6.3, each, an “Indemnified Party”) shall deliver a written claim for indemnification to Sellers’ Representative or Buyer, as applicable (an “Indemnifying Party”), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the Losses arising therefrom. Thereafter, the Indemnified Party shall promptly provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim; provided, however, if such claim involves or otherwise requires the disclosure of trade secrets or other confidential proprietary information of the Indemnified Party to a third party, the Indemnifying Party will seek and obtain, at its own expense, a protective order which is reasonably acceptable to the Indemnified Party with respect to such trade secrets or other confidential proprietary information. The failure of any claim which may give Indemnified Party to comply with the prior two sentences shall not relieve the applicable Indemnifying Party from any liability under this ARTICLE 6 with respect to such matter, except to the extent the Indemnifying Party is actually prejudiced by such failure to comply. If the facts giving rise to indemnity under this Article 9 resulting a claim for indemnification hereunder arise out of the claim of any third party, the Indemnifying Party may, at its option, assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, at its sole cost and expense, so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen (15) days after the Indemnified Party has provided the Indemnifying Party with notice of such third party claim that the Indemnifying Party will indemnify the Indemnified Party from or and against the entirety of any and all Losses the Indemnified Party may suffer from, arising out of the third party claim, (ii) such claim involves only money damages and does not seek an order, injunction or other equitable relief against any Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that there is not a conflict of interest between the Indemnified Party and the Indemnifying Party in the defense of such claim, (iv) the Indemnifying Party conducts defense of the third party claim in a reasonably active and diligent manner, (v) if such claim is asserted directly or proceeding against an Indemnitee indirectly by or on behalf a person that is a current or prospective customer of Company or Buyer of any of its Affiliates, the Indemnified Party, in its reasonable judgment, has not determined that the Indemnifying Party’s defense thereof could reasonably be expected to have a party heretomaterial and adverse effect on the Indemnified Party’s (or Buyer’s or any of its Affiliates’ or Company’s) existing or prospective relationship with such current or prospective customer, (vi) if such claim is subject to the limitations set forth in Section 6.1(e), such claim asserts an amount of Losses which, when taken together with all amounts paid for resolved indemnification claims that are subject to the limitations set forth in Section 6.1(e) with all amounts the maximum aggregate amount of Losses alleged in all other unresolved indemnification claims that are subject to the limitations set forth in Section 6.1(e), does not exceed the Cap, (vii) the Indemnified Party has not reasonably concluded that there may be one or more legal defenses available to such Indemnified Party or other Indemnified Parties that are not available to the Indemnifying Party and (viii) such claim does not involve matters arising under Environmental Law and relating to any Facilities; provided, notwithstanding the Indemnifying Party’s assumption of the defense of a claim pursuant to the foregoing, the Indemnified Party shall have the right to participate in the defense of any claim with counsel selected by the Indemnified Party subject to the Indemnifying Party’s right to direct the defense (the fees and disbursements of such counsel in such circumstances shall be at the expense of the Indemnified Party). After any assumption of the defense of any claim by the Indemnifying Party and only for so long as the conditions set forth in subclauses (i) through (viii) of the immediately prior sentence with respect to such claim remain satisfied, it shall not be liable to any Indemnified Party for any legal expenses incurred by any Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense. The Indemnified Party and the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to each fully cooperate as reasonably requested by the relevant Indemnitee, assume other in the defense of any thereof and shall furnish such claim or proceedingrecords and information and attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such not settle any indemnifiable claim or proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without demand without the prior written consent of the IndemniteeIndemnified Party, which consent shall not unless the settlement (i) will be unreasonably withheld, fully satisfied by payment of money by the Indemnifying Party will Party, (ii) does not enter into involve Taxes that would affect Buyer in a post-Closing period, (iii) results in the full and general release of the Indemnified Parties from all liabilities relating to the claim, (iv) involves no finding or admission of any settlement of, violation of Law or the rights of any claim or proceeding which would lead to liability or create any financial or other obligation person on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying any Indemnified Party, which consent shall (v) does not be unreasonably withheldrequire the modification by the Indemnified Party of any business practice, and (vi) contains as an unconditional term thereof the Indemnitee will not enter into any settlement delivery by the claimant or any claim or proceeding which would lead plaintiff, if applicable, to liability or create any financial or other obligation on the part of the Indemnifying Party unless of a written release of the Indemnifying Indemnified Party has failed or refused from all liabilities relating to acknowledge responsibility for or defend such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4the applicable claim.

Defense of Claims. In connection with any claim which may give rise Each party asserting a right to indemnity indemnification under this Article 9 resulting from or arising out VIII (the “Asserting Party”) agrees to notify the party putatively required to provide indemnification (the “Responding Party”) with reasonable promptness of any claim or proceeding asserted against an Indemnitee it in respect of which the Responding Party may be liable under this Agreement, which notification shall be accompanied by a person that is not a party hereto, written statement setting forth the Indemnifying basis of such claim and the manner of calculation thereof. The Responding Party shall (unless such Indemnitee elects not have the right, at its election, to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of defend or compromise any such claim or proceeding. The Indemnifying Party at its own expense with counsel of its choice; provided, however, that (i) such counsel shall select counsel reasonably acceptable to such Indemnitee to conduct have been approved by 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 perform resolution thereof. Without the prior written consent of the IndemniteeAsserting Party, which consent approval shall not be unreasonably withheldwithheld or delayed; (ii) the Asserting Party may participate in such defense if it so chooses with its own counsel and at its own expense; and (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not prejudicial to the Asserting Party’s interest in such matter. In the event the Responding Party does not undertake to defend or compromise the claim, the Indemnifying Responding Party will shall promptly notify the Asserting Party of its intention not enter into to undertake to defend or compromise the claim, and the Responding Party shall be bound by (a) the final decree of any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on court of competent jurisdiction deciding the part validity and amount of the Indemnitee claim asserted against the Asserting Party, and (b) any compromise of *The asterisk (*) indicates that material has been omitted pursuant to a request for which confidential treatment. The omitted material has been filed separately with the Indemnitee is not entitled Securities and Exchange Commission pursuant to indemnification hereunderrule 24b-2 of the rules to the Securities and Exchange Act of 1934, as amended. Without such claim made with the prior written consent of the Indemnifying Responding Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement withheld or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4delayed.

Defense of Claims. In connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by Within thirty (30) Days after the Indemnifying Party receives a person that is not a party heretoClaim Notice, the Indemnifying Party shall (unless such Indemnitee elects notify the Indemnified Party whether or not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will assume responsibility for defense and payment of the Claim. Ifthe Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the Indemnified Party may defend against, or enter into any settlement ofwith respect to, or the Claim as it deems appropriate without relieving the Indemnifying Party of any claim or proceeding which would lead indemnification obligations the Indemnifying Party may have with respect to liability or create any financial or other obligation on such Claim. The Indemnifying Party's failure to respond in writing to the part Claim Notice within the thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Indemnitee Claim. Ifthe Indemnifying Party elects to assume responsibility for which defense and payment of the Indemnitee is not entitled to indemnification hereunder. Without Claim: (a) the prior written consent Indemnifying Party shall defend the Indemnified Party against the Claim with counsel of the Indemnifying Party's choice (reasonably acceptable to Indemnified Party which shall cooperate with the Indemnifying Party in all reasonable respects in such defense), which consent (b) the Indemnifying Party shall pay any judgment entered or settlement with respect to such Claim, (c) the Indemnifying Party shall not be unreasonably withheld, the Indemnitee will not consent to entry of any judgment or enter into any settlement with respect to the Claim that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Claim, and (d) the Indemnified Party shall not consent to entry of any claim judgment or proceeding which would lead enter into any settlement with respect to liability or create any financial or other obligation on the part of Claim without the Indemnifying Party unless 's prior written consent. In all instances the Indemnifying Indemnified Party has failed or refused to acknowledge responsibility for or defend such claim or proceeding within may employ separate counsel and participate in the defense of a reasonable period Claim, but the Indemnified Party shall bear all fees and expenses of time after notice is provided pursuant to Section 9.4counsel employed by the Indemnified Party.

Defense of Claims. In connection with any claim which that may give rise to indemnity under this Article 9 Section resulting from or arising out of any claim or proceeding Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party shall may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), but shall not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceedingProceeding if the Indemnifying Party provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will be financially able to satisfy such claim to the extent provided herein if such claim or Proceeding is decided adversely; PROVIDED, HOWEVER, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnitee for damages. The Indemnitee shall be entitled to retain separate counsel, reasonably acceptable to the Indemnifying Party, if the Indemnitee shall determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnitee in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnitee is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this subpart (d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingProceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform pursue the resolution thereof. Without If the Indemnifying Party shall have assumed the defense of any claim or Proceeding in accordance with this subpart (d), the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with the prior written consent of the such Indemnitee, which consent not to be unreasonably withheld; PROVIDED, HOWEVER, that the Indemnifying Party 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 party shall not be unreasonably withheldauthorized 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, directors, officers, employees and agents with respect to such claim, including any reasonably foreseeable collateral consequences thereof. 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. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party will not enter into any settlement of, or in the defense of any claim or proceeding which would lead Proceeding being defended by the Indemnifying Party pursuant to liability this subpart (d). If the Indemnifying Party does not assume the defense of any claim or create any financial Proceeding resulting therefrom in accordance with the terms of this subpart (d), such Indemnitee may defend against such claim or other obligation on the part Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the Indemnitee for which the Indemnitee is not entitled same to indemnification hereunder. Without the prior written consent of the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which consent shall not be unreasonably withheld, the such Indemnitee will not enter into any settlement or any defended such claim or proceeding which would lead Proceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the burden to liability or create any financial or other obligation on the part prove by a preponderance of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or evidence that such Indemnitee did not defend such claim or proceeding within Proceeding in a reasonable period of time after notice is provided pursuant to Section 9.4reasonably prudent manner.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out VII (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom; provided, that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingany litigation resulting therefrom, shall take all steps necessary be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at the defense or settlement thereof Indemnified Party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at all times diligently and promptly perform resolution thereof. Without the prior written consent expense of the IndemniteeIndemnifying Party), which consent and provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not be unreasonably withheldrelieve the Indemnifying Party of its obligations under this Article VII unless, and only to the extent that, the Indemnifying Party will not is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or defend such claim or proceeding within a reasonable period litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of time after notice is provided pursuant to Section 9.4such claim and litigation resulting therefrom.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 7 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemniteeeach Indemnified Party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant litigation. No Indemnifying Party shall be required to Section 9.4indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemnitee, each Indemnified Party which consent shall not be unreasonably withheld, the Indemnifying Party will not consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any plaintiff to such Indemnified Party of a release from all liability in respect to such claim or proceeding which would lead litigation. No Indemnifying Party shall be required to liability or create indemnify any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled Indemnified Party with respect to indemnification hereunder. Without the prior written consent of any settlement entered into without the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4's prior written consent.

Defense of Claims. In Except as otherwise set forth in the last sentence of this Section 9.6, in connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding Proceeding against an Indemnitee by a person Person that is not a party hereto, the Indemnifying Party shall may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such claim or proceedingProceeding, provided that the claim or Proceeding relates only to monetary damages and not the Transferred Assets or the ability to exploit the Transferred Assets and that the Indemnifying Party acknowledges to the Indemnitee the 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 or arbitration hereunder) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will be financially able to satisfy such claim in full if such claim or Proceeding is decided adversely. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingProceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly perform pursue the resolution thereof. Without If the prior written Indemnifying Party shall have assumed the defense of any claim or Proceeding in accordance with this Section 9.6, the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or proceeding to the extent that the settlement requires only the payment of monetary damages, includes no injunctive provisions or performance requirements of Indemnitee and includes no admission of guilt or liability. Or in the alternative, the Indemnifying Party will seek consent of the Indemnitee, (which consent shall not be unreasonably withheld). If the Indemnifying Party has so elected to assume the defense, each Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 9.6. If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 9.6, or the Indemnifying Party does not acknowledge to the Indemnitee the 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 or arbitration hereunder) or the Indemnifying Party does not provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will not enter into any settlement of, or any be financially able to satisfy such claim in full if such claim or proceeding which would lead to liability Proceeding is decided adversely, such Indemnitee may defend against such claim or create any financial or other obligation on Proceeding in such manner as it may deem appropriate at the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent cost of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out VIII (the "Indemnified Party") agrees to notify the party required to provide indemnification (the "Indemnifying Party") with reasonable promptness of any claim or proceeding asserted against an Indemnitee it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a person written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article 8, except to the extent, and only to the extent, that the Indemnifying Party's failure actually prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at their own expense with counsel of their choice; provided, however, that (a) such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; (b) the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and (c) any such defense or compromise shall be conducted in a manner which is reasonable and not a party heretocontrary to the Indemnified Party's interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall (unless such Indemnitee elects promptly notify the Indemnified Party of its intention not to seek indemnity hereunder for such undertake to defend or compromise the claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any claim other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to such indemnifying parties; provided, however, that an indemnified party (together with all other indemnified parties which may give rise be represented without conflict by one counsel) shall have the right to indemnity under this Article 9 resulting from retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or arising out of potential differing interests between such indemnified party and any claim or proceeding against an Indemnitee other party represented by a person that is not a party hereto, the Indemnifying Party shall (unless such Indemnitee elects not counsel in such proceeding. The failure to seek indemnity hereunder for such claim), upon deliver written notice to the relevant Indemnitee, assume indemnifying party within a reasonable time of the defense commencement of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable action, if prejudicial to its ability to defend such Indemnitee to conduct the defense of such claim or proceedingaction, shall take all steps necessary in relieve such indemnifying party of liability to the defense or settlement thereof indemnified party under this Section 6 to the extent, and shall at all times diligently and promptly perform resolution thereof. Without only to the prior extent, prejudiced thereby, but the omission so to deliver written consent of notice to the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party indemnifying party will not enter into relieve it of any settlement of, or liability that it may have to any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to indemnified party otherwise than under this Section 9.46.

Defense of Claims. In connection with The Indemnified Party shall give prompt notice to the Indemnifying Party of any claim against the Indemnified Party which may might give rise to a claim based upon any indemnity under this Article 9 resulting from contained herein. The notice shall set forth in reasonable detail the nature and basis of the claim and the actual or arising out of estimated amount thereof, if known to the Indemnified Party. In the event any claim action, suit or proceeding is brought against an Indemnitee by a person that is not a party heretothe Indemnified Party with respect to any such claim, the Indemnifying Party shall (unless have the right, at its sole cost and expense, to defend, in the name and on behalf of the Indemnified Party, any such Indemnitee elects not action, suit or proceeding with counsel of the Indemnifying Party's choice. The parties hereto agree to seek indemnity hereunder for render to each other such claim)assistance as may reasonably be required in order to ensure the proper and adequate defense of any such action, upon written notice suit or proceeding. The Indemnified Party shall have the right to the relevant Indemniteeparticipate, assume at its own expense and with counsel of its choosing, in the defense of any such claim or proceeding. The Indemnifying Party against which it is indemnified hereunder and it shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereofbe kept fully informed with respect thereto. Without the prior written consent of the IndemniteeIndemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, the Indemnifying Party will shall not enter into make any settlement of, or of any claim or proceeding which if as a result thereof the Indemnified Party would lead become subject to liability or create any financial injunctive or other obligation on equitable relief or the part Tax status, business or financial condition of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunderIndemnified Party would be adversely affected. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, the Indemnitee will Indemnified Party shall not enter into make any settlement or of any claim or proceeding which would lead might give rise to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4under any indemnity contained herein.

Defense of Claims. In connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out If the Indemnified Party shall notify the Indemnifying Party of any claim or proceeding against an Indemnitee demand pursuant to Section 7.2 or 7.3 asserted by a person that is not a party heretothird party, the Indemnifying Party shall have the right (i) to employ counsel reasonably acceptable to the Indemnified Party to defend any such claim or demand asserted against the Indemnified Party, (ii) to control and conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnified Party and (iii) to take all other steps or proceedings to settle or defend any such claims (provided, however, that the Indemnifying Party shall not settle any such claim or demand unless such Indemnitee elects not settlement provided for a full release of each Indemnified Party from all liability with respect to seek indemnity hereunder for such claimclaim or demand). The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible after receipt of the Claim Notice (but in any case within 30 days of receipt by the Indemnifying Party of a Claim Notice) of its election to defend any such third party claim or demand. In the event that the Indemnifying Party assumes the defense as provided in the preceding two sentences, the Indemnified Party shall have the right to participate in such defense (including without limitation with counsel of its choice), upon at its own expense, and the Indemnifying Party shall reasonably cooperate with the Indemnified Party in connection with such participation. If the Indemnifying Party does not deliver to the Indemnified Party written notice to within the relevant Indemnitee, 30-day period following receipt of a Claim Notice that the Indemnifying Party will assume the defense of any such claim or proceeding. The Indemnifying litigation resulting therefrom, the Indemnified Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of may defend against any such claim or proceedinglitigation in such manner as it may deem appropriate, shall take all steps necessary in at the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent cost of the IndemniteeIndemnified Party, which consent provided that the Indemnified Party shall not be unreasonably withheld, the Indemnifying Party will not enter into settle any settlement of, or any such claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without without the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld, withheld or delayed. In the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of event that the Indemnifying Party unless does not assume the defense as provided in the immediately preceding sentence, the Indemnifying Party has failed or refused shall have the right to acknowledge responsibility for or defend participate in such defense (including without limitation with counsel of its choice), at its own expense, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection with such participation, and in all cases the Indemnified Party shall keep the Indemnifying Party reasonably informed as to all matters concerning such third party claim or proceeding within a reasonable period and shall promptly notify the Indemnifying Party in writing of time after notice is provided pursuant to Section 9.4any and all significant developments relating thereto.

Defense of Claims. In connection with any claim which may give rise Each party asserting a right to indemnity indemnification under this Article 9 resulting from or arising out X (the “Asserting Party”) agrees to notify the party putatively required to provide indemnification (the “Responding Party”) with reasonable promptness of any claim or proceeding for Damages asserted against an Indemnitee it in respect of which the Responding Party may be liable under this Agreement, which notification shall be accompanied by a person that is not a party hereto, written statement setting forth the Indemnifying basis of such claim and the manner of calculation thereof. The Responding Party shall (unless such Indemnitee elects not have the right, at its election, to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of defend or compromise any such claim or proceeding. The Indemnifying Party at its own expense with counsel of its choice; provided, however, that (i) such counsel shall select counsel reasonably acceptable to such Indemnitee to conduct have been approved by 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 perform resolution thereof. Without the prior written consent of the IndemniteeAsserting Party, which consent approval shall not be unreasonably withheldwithheld or delayed; (ii) the Asserting Party may participate in such defense if it so chooses with its own counsel and at its own expense; and (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not prejudicial to the Asserting Party’s interest in such matter. In the event the Responding Party does not undertake to defend or compromise the claim, the Indemnifying Responding Party will shall promptly notify the Asserting Party of its intention not enter into to undertake to defend or compromise the claim, and the Responding Party shall be bound by (a) the final decree of any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on court of competent jurisdiction deciding the part validity and amount of the Indemnitee for which claim asserted against the Indemnitee is not entitled to indemnification hereunder. Without Asserting Party, and (b) any compromise of such claim made with the prior written consent of the Indemnifying Responding Party, which consent shall not be unreasonably withheld, withheld or delayed. *The asterisk (*) indicates that material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Indemnitee will not enter into any settlement or any claim or proceeding which would lead Securities and Exchange Commission pursuant to liability or create any financial or other obligation on the part rule 24b-2 of the Indemnifying Party unless rules to the Indemnifying Party has failed or refused to acknowledge responsibility for or defend such claim or proceeding within a reasonable period Securities and Exchange Act of time after notice is provided pursuant to Section 9.41934, as amended.

Defense of Claims. In connection with If a claim for liabilities is to be made by any claim party entitled to indemnification under this Article V ("Liabilities"), the party entitled to such indemnification shall give written notice to the other as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to indemnity Liabilities for which indemnification may be sought under this Article 9 resulting from or arising out of V. If any claim action, suit or proceeding alleging a claim for Liabilities is filed against an Indemnitee by a person that is not a any party heretoentitled to the benefit of indemnity hereunder, written notice thereof shall be given to the other party as promptly as practicable. After such notice, the Indemnifying Party indemnifying party shall be entitled, if it so elects, (unless such Indemnitee elects not i) to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume take control of the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense and investigation of such claim action, suit or proceeding, shall take all steps necessary in (ii) to employ and engage attorneys and experts of its own choice to handle and defend the defense or settlement thereof same, and shall at all times diligently and promptly perform resolution thereof. Without (iii) with the prior written consent of the Indemniteeindemnified party's consent, which consent shall not be unreasonably conditioned, delayed or withheld, to settle such action, suit or proceeding, all at indemnifying party's sole risk and expense, provided, in each instance, that the Indemnifying Party will not enter into indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto; provided, however, that any such settlement ofshall include, or any claim among other things, an absolute and unconditional release of the indemnified party from all Liabilities. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, trial and defense of such action, suit or proceeding which would lead to liability or create and any financial or other obligation on appeal arising therefrom; provided, however, that the part indemnified party may, at its own cost, participate in the investigation, trial and defense of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Partysuch action, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim suit or proceeding which would lead to liability or create and any financial or other obligation on the part of the 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 provided pursuant to Section 9.4appeal arising therefrom.

Defense of Claims. In connection with any claim which may give rise to indemnity under this Article 9 resulting from (A) Claim, Loss or arising out of any claim or proceeding against an Indemnitee Proceeding. Promptly after receipt by a person that is not a party heretoParty of notice of an Indemnification Event, the Indemnifying Party shall (unless such Indemnitee elects not have the option to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any the Indemnification Event, with counsel designated by such claim Indemnifying Party, provided, however, the Indemnified Party shall have the right to select and be represented by separate counsel if (i) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party that there may be specific defenses available to it which are different from or proceedingadditional to those available to the Indemnifying Party, or that such Indemnification Event involves or could have a material adverse effect upon the Indemnified Party beyond the scope of this Agreement, unless a liability insurer is willing to cover such effects; or (ii) the Indemnified ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Party shall have reasonably concluded and specifically notified the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or proceedingIndemnification Event. If the Indemnified Party has the right to select and be represented by separate counsel as provided herein, then counsel for the Indemnified Party shall have the right to direct the defense of the Indemnification Event on behalf of the Indemnified Party and, to the extent possible, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of coordinate with counsel representing the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemniteeeach Indemnified Party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant litigation. No Indemnifying Party shall be required to Section 9.4indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent.

Defense of Claims. In connection the event any claim, action, suit or proceeding is made or brought by any third party against DMI or Indemnified Party, or if any governmental enforcement agency shall propose to issue an order, with any claim respect to which Indemnifying Party may give rise to indemnity have liability under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party heretoAgreement, the Indemnifying Party shall (unless such Indemnitee elects not be entitled to seek indemnity hereunder for such claim)participate in, upon written notice and, to the relevant Indemniteeextent that it shall wish, to assume the defense thereof, with independent counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of any such claim or proceeding. The third-party claim, the Indemnifying Party shall select counsel reasonably acceptable have the right to such Indemnitee to conduct the defense of contest, pay, settle or compromise any such claim on such terms and conditions as it may determine, provided that the Indemnifying Party shall not pay, settle or proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without compromise any such claim without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not elect to assume the defense of any such claim, the Indemnitee will Indemnified Party may engage counsel to assume the defense and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine, provided that the Indemnified Party shall not enter into pay, settle or compromise any settlement or any such claim or proceeding which would lead to liability or create any financial or other obligation on without the part prior consent of the Indemnifying Party unless or its agent (as provided for below), which consent shall not be unreasonably withheld or delayed. The fees and disbursements of such counsel shall be among the expenses for which Indemnified Party is indemnified pursuant to Section 13 hereof. Indemnified Party and the Indemnifying Party has failed or refused to acknowledge responsibility for or defend shall (as the other may reasonably request) keep the other fully informed of such claim claim, action, suit or proceeding within a reasonable period of time after notice at all stages thereof whether or not such party is provided pursuant to Section 9.4represented by its own counsel.

Defense of Claims. In connection with any claim brought by a person who is not a party hereto which may give rise to indemnity under this Article 9 resulting from or arising out Damages, the Indemnitee shall promptly notify the Indemnifying Party in writing and the Indemnifying Party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the Indemnitee and the payment of all fees and expenses of such counsel, as incurred. Any Indemnitee shall have the right to employ separate counsel in any claim or proceeding against an such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless the employment of such counsel shall have been specifically authorized in writing by a person that is not a party heretothe Indemnifying Party. In any event, the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (unless such in addition to any local counsel). Each Indemnitee elects not to seek indemnity hereunder for such claim)shall, upon written notice to and shall cause each of its affiliates, officers, employees, consultants and agents to, cooperate fully with the relevant Indemnitee, assume Indemnifying Party in the defense of any such claim or proceeding. The Proceeding being defended by the Indemnifying Party shall select counsel reasonably acceptable pursuant to such Indemnitee to conduct the defense of such claim or proceedingthis SECTION 8.5. No Indemnifying Party shall, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into effect any settlement or compromise of, or consent to the entry of judgment with respect to, any claim pending or proceeding which would lead to liability or create any financial or other obligation on the part threatened action in respect of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without or could have been a party and indemnity or contribution may be or could have been sought hereunder by the prior written consent Indemnitee, unless such settlement, compromise or judgment (1) includes an unconditional release of the Indemnifying PartyIndemnitee from all liability on claims that are the subject matter of such action and (2) does not include a statement as to or an admission of fault, which consent shall not be unreasonably withheldculpability or a failure to act, the Indemnitee will not enter into any settlement by or any claim or proceeding which would lead to liability or create any financial or other obligation on the part behalf of the 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 provided pursuant to Section 9.4Indemnitee.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 13 (the “Indemnified Party”) agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim or proceeding asserted against an Indemnitee it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a person written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Section 12, except to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: (a) such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; (b) the Indemnified Party may participate in such defense, if it so chooses, with its own counsel and at its own expense; and (c) any such defense or compromise shall be conducted in a manner which is reasonable and not a party heretocontrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall (unless such Indemnitee elects promptly notify the Indemnified Party of its intention not to seek indemnity hereunder for such undertake to defend or compromise the claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection As promptly as practicable after its discovery of grounds for a claim for indemnification hereunder, the applicable Buyer Indemnified Party or Seller Indemnified Party (for the purposes of this Section 6.3, each, an “Indemnified Party”) shall deliver a written claim for indemnification to Sellers’ Representative or Buyer, as applicable (an “Indemnifying Party”), specifying in reasonable detail the basis therefor and, if known, the amount, or an estimate of the amount, of the Losses arising therefrom. Thereafter, the Indemnified Party shall promptly provide to the Indemnifying Party all information and documentation reasonably available to it to support and verify such claim; provided, however, if such claim involves or otherwise requires the disclosure of trade secrets or other confidentially proprietary information of the Indemnified Party to a third party, the Indemnifying Party will seek and obtain, at its own expense, a protective order which is reasonably acceptable to the Indemnified Party with respect to such trade secrets or other confidential proprietary information. The failure of any claim which may give Indemnified Party to comply with the prior two sentences shall not relieve the applicable Indemnifying Party from any liability under this ARTICLE 6 with respect to such matter, except to the extent the Indemnifying Party is actually prejudiced by such failure to comply. If the facts giving rise to indemnity under this Article 9 resulting a claim for indemnification hereunder arise out of the claim of any third party, the Indemnifying Party may, at its option, assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, at its sole cost and expense, so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen (15) days after the Indemnified Party has provided the Indemnifying Party with notice of such third party claim that the Indemnifying Party will indemnify the Indemnified Party from or and against the entirety of any and all Losses the Indemnified Party may suffer from, arising out of the third party claim, (ii) such claim involves only money damages and does not seek an order, injunction or other equitable relief against any Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that there is not a conflict of interest between the Indemnified Party and the Indemnifying Party in the defense of such claim, (iv) the Indemnifying Party conducts defense of the third party claim in a reasonably active and diligent manner, (v) if such claim is asserted directly or proceeding against an Indemnitee indirectly by or on behalf a person that is a current or prospective customer of Company or Buyer of any of its Affiliates, the Indemnified Party, in its reasonable judgment, has not determined that the Indemnifying Party’s defense thereof could reasonably be expected to have a party heretomaterial and adverse effect on the Indemnified Party’s (or Buyer’s or any of its Affiliates’ or Company’s) existing or prospective relationship with such current or prospective customer, (vi) if such claim is subject to the limitations set forth in Section 6.1(e), such claim asserts an amount of Losses which, when taken together with all amounts paid for resolved indemnification claims that are subject to the limitations set forth in Section 6.1(e) with all amounts the maximum aggregate amount of Losses alleged in all other unresolved indemnification claims that are subject to the limitations set forth in Section 6.1(e), does not exceed the Cap, (vii) the Indemnified Party has not reasonably concluded that there may be one or more legal defenses available to such Indemnified Party or other Indemnified Parties that are not available to the Indemnifying Party and (viii) such claim does not involve matters arising under Environmental Law and relating to any Facilities; provided, notwithstanding the Indemnifying Party’s assumption of the defense of a claim pursuant to the foregoing, the Indemnified Party shall have the right to participate in the defense of any claim with counsel selected by the Indemnified Party subject to the Indemnifying Party’s right to direct the defense (the fees and disbursements of such counsel in such circumstances shall be at the expense of the Indemnified Party). After any assumption of the defense of any claim by the Indemnifying Party and only for so long as the conditions set forth in subclauses (i) through (viii) of the immediately prior sentence with respect to such claim remain satisfied, it shall not be liable to any Indemnified Party for any legal expenses incurred by any Indemnified Party in connection with the defense or prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense. The Indemnified Party and the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to each fully cooperate as reasonably requested by the relevant Indemnitee, assume other in the defense of any thereof and shall furnish such claim or proceedingrecords and information and attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such not settle any indemnifiable claim or proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without demand without the prior written consent of the IndemniteeIndemnified Party, which consent shall not unless the settlement (i) will be unreasonably withheld, fully satisfied by payment of money by the Indemnifying Party will Party, (ii) does not enter into involve Taxes that would affect Buyer in a post-Closing period, (iii) results in the full and general release of the Indemnified Parties from all liabilities relating to the claim, (iv) involves no finding or admission of any settlement of, violation of Law or the rights of any claim or proceeding which would lead to liability or create any financial or other obligation person on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying any Indemnified Party, which consent shall (v) does not be unreasonably withheldrequire the modification by the Indemnified Party of any business practice, and (vi) contains as an unconditional term thereof the Indemnitee will not enter into any settlement delivery by the claimant or any claim or proceeding which would lead plaintiff, if applicable, to liability or create any financial or other obligation on the part of the Indemnifying Party unless of a written release of the Indemnifying Indemnified Party has failed or refused from all liabilities relating to acknowledge responsibility for or defend such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4the applicable claim.

Defense of Claims. In connection with If Biofarm and/or the Majority Shareholders (each an "Indemnified Party," collectively referred to herein as the "Indemnified Parties") assert that Litchfield (the "Indemnifying Party") has become obligated to the Indemnified Parties pursuant to Section 12.1 hereof or in the event that any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Parties hereunder, the Indemnified Parties shall give notice thereof to the Indemnifying Party. The Indemnifying Party shall have the right, at its expense and with counsel of its choosing, to defend, contest or otherwise protest against an Indemnitee any such suit, action, investigation, claim or proceeding. The Indemnified Parties shall have the right, but not the obligation, to participate at their own expense in the defense thereof by a person that is not a party heretocounsel of the Indemnified Parties' choice. In the event that, within fifteen (15) days of receipt of such notice by the Indemnified Parties to the Indemnifying Party, the Indemnifying Party fails to (i) notify the Indemnified Parties of its intent to defend or (ii) defend, contest or otherwise protest against such suit, action, investigation, claim or proceeding, the Indemnified Parties shall have the right to do so and the Indemnified Parties shall be entitled to recover, in addition to all other amounts contemplated herein, the entire cost of such defense from the Indemnifying Party. In any event, the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of compromise or settle any such suit, action, investigation, claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without proceeding without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4Indemnified Parties.

Defense of Claims. In connection with If a party hereto seeks indemnification under ----------------- this Section 8.01, such party (the "Indemnified Party") shall give written ----------------- notice to the other party (the "Indemnifying Party") after receiving written ------------------ notice of any action, lawsuit, proceeding, investigation or other claim which may give against it (if by a third party) or discovering the liability, obligation or facts giving rise to indemnity under this Article 9 resulting from or arising out of any such claim or proceeding against an Indemnitee by a person for indemnification, describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that is not a party hereto, the -------- failure to so notify the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity relieve the Indemnifying Party of its or his obligations hereunder for such claim), upon written notice except to the relevant Indemniteeextent such failure shall have prejudiced the Indemnifying Party. In that regard, assume if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Section 8.01, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense of any such action, lawsuit, proceeding, investigation or other claim or proceeding. The Indemnifying Party giving rise to the Indemnified Party's claim for indemnification at its expense, and at its option (subject to the limitations set forth below) shall select be entitled to appoint lead counsel of such defense with reputable counsel reasonably acceptable to such Indemnitee the Indemnified Party; provided that, as a condition precedent to conduct the defense Indemnifying -------- Party's right to assume control of such claim or proceedingdefense, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.it must first:

Defense of Claims. In connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out 11.3.1 An Indemnified Party shall promptly notify an Indemnifying Party of any claim third party Claims commenced or proceeding asserted against an Indemnitee by a person that is not a party heretothe Indemnified Party. Upon receipt of such notice, the Indemnifying Party shall promptly (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume i) at its expense undertake the defense of any the Indemnified Party against such claim or proceedingthird party Claim with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party; and (ii) permit the Indemnified Party to participate in the defense thereof and to retain separate counsel at the Indemnified Party’s expense. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without not settle a third party Claim without the prior written consent of the Indemnitee, Indemnified Party (which consent shall not be unreasonably withheld); provided, however, if notice is given to an Indemnifying Party of the commencement of any action and the Indemnifying Party does not, within 20 days after receipt of the Indemnified Party’s notice, give notice to the Indemnified Party of its intention to assume the defense thereof, the Indemnifying Party will not enter into shall be bound by any settlement ofdetermination made in such action, or any claim compromise or proceeding which would lead settlement effected by the Indemnified Party. In the event that the Indemnified Party reasonably concludes that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party in connection with the defense of such action, following notice to liability or create any financial or other obligation on the part Indemnifying Party describing and explaining the conflict the Indemnified Party may employ its own counsel and assume its own defense, and the reasonable fees and expenses of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of such counsel shall be paid by the Indemnifying Party; provided, which consent shall not be unreasonably withheldhowever that in the event that the Indemnified Party is simultaneously represented by more than one firm, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part then during such period of simultaneous representation, the Indemnifying Party unless shall only be required to pay the Indemnifying Party has failed or refused to acknowledge responsibility for or defend such claim or proceeding within a reasonable period fees and expenses of time after notice is provided pursuant to Section 9.4one firm.

Defense of Claims. In connection with any claim which may give rise to indemnity fulfilling its obligations under this Article 9 resulting from or arising out Section 8.3, after the Indemnifying Party has provided each Indemnified Party with a written notice of any claim or proceeding against an Indemnitee by a person that is not a party heretoits agreement to indemnify each Indemnified Party under this Section 8.3, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall (unless have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any Claim brought by a third party in such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to manner as the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel may reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingdeem appropriate; provided, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, that: (a) the Indemnifying Party will not enter into consent to any settlement ofor entry of judgment imposing any obligations on any Indemnified Parties, other than financial obligations for which such Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (not to be unreasonably withheld, conditioned or delayed); and (b) the Indemnifying Party will not consent to any claim settlement or proceeding which would lead to liability or create any financial or other obligation on entry of judgment unless, in connection therewith, the part Indemnifying Party obtains a full and unconditional release of the Indemnitee for Indemnified Party from all liability with respect to such Claim. Notwithstanding the Indemnifying Party’s election to assume the defense or investigation of such Claim, the Indemnified Party shall have the right to employ separate counsel (at its own cost except as provided below) and to reasonably participate in the defense or investigation of such Claim, which participation shall be at the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent expense of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation if: (a) on the part advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party unless Party’s choice would reasonably be expected to give rise to a conflict of interest; (b) the Indemnifying Party has failed shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense; or refused (c) separate counsel is retained to acknowledge responsibility for or defend represent the Indemnifying Party in any action which seeks relief other than monetary damages against the Indemnified Party to the extent such claim or proceeding within a reasonable period of time after notice representation is provided pursuant related to Section 9.4such relief.

Defense of Claims. In connection with (a) If any legal proceeding shall be instituted, or any claim or demand made, against any Purchaser Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) in respect of which Sellers or Purchaser may be liable hereunder (such party or parties, in such circumstance, being referred to herein as the “Indemnifying Party”), such Indemnified Party shall give rise prompt written notice thereof (the “Claim Notice”) to indemnity the Indemnifying Party; provided, however, that any delay in so notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay. The Indemnifying Party shall have the right to defend any litigation, action, suit, demand or claim for which indemnification is sought (a “Proceeding”) and, to the extent it elects to do so by written notice to the Indemnified Party, assume and pay the expenses of the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party shall be permitted, at its sole expense, to file any motion, answer or other pleading that it shall deem reasonably necessary to protect its interests or those of the Indemnifying Party and that is not prejudicial to the Indemnifying Party. In no event shall any Indemnified Party be required to make any expenditure or bring any cause of action to establish the Indemnifying Party’s obligations and liability under and pursuant to this Article VI. In addition, actual or threatened action by a Person shall not be a condition or prerequisite to the Indemnifying Party’s indemnification obligations under this Article 9 resulting from or arising out VI. Except as specifically provided below, after notice by the Indemnifying Party to the Indemnified Party of any claim or proceeding against an Indemnitee by a person that is not a party heretoits election to assume the defense of such Proceeding, the Indemnifying Party shall (not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, other than reasonable costs of investigation. The Indemnified Party shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall in good faith determine, upon the written advice of counsel, that there exists actual or potential conflicts of interest which make representation by the same counsel inappropriate, in which event the Indemnifying Party shall bear such Indemnitee fees and expenses. Except to the extent specified in the immediately preceding sentence or with respect to the reasonable fees and expenses of appropriate local counsel, the Indemnifying Party shall not be obligated to pay the reasonable fees and expenses of more than one counsel for all such Indemnified Parties. The Indemnified Party’s right to participate in the defense or response to any Proceeding shall not be deemed to limit or otherwise modify its obligations under this Article VI. In the event that, within 20 days after receiving a Claim Notice, the Indemnifying Party fails to notify the Indemnified Party that it elects not to seek indemnity hereunder assume the defense, compromise or settlement of the Proceeding described in such Claim Notice, the Indemnified Party shall have the right to undertake the defense of such Proceeding for the account of and at the expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim)Proceeding with counsel reasonably satisfactory to the Indemnified Party at any time prior to the settlement, compromise or final determination thereof upon written notice to the relevant Indemnitee, assume Indemnified Party and upon immediate payment of all reasonable expenses t heretofore incurred by the defense of any such claim or proceedingIndemnified Party in connection therewith. The Indemnifying Party shall select counsel reasonably acceptable not, without the Indemnified Party’s prior written consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding; provided, however, that the Indemnifying Party may, without the Indemnified Party’s prior written consent, settle or compromise any such Indemnitee Proceeding or consent to conduct entry of any judgment with respect to any such Proceeding that requires solely the defense payment of money damages by the Indemnifying Party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party from all liability in respect of such claim or proceedingProceeding. If the Indemnified Party takes over and assumes control of any Proceeding, the Indemnified Party shall take all steps necessary in not, without the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the Indemnifying Party’s prior written consent of the Indemniteeconsent, which consent shall not be unreasonably withheldwithheld or delayed, the Indemnifying Party will not settle such Proceeding, consent to entry of any judgment or enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial that provides for injunctive or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of non-monetary relief affecting the Indemnifying Party. The Indemnified Party shall cooperate, which consent and shall not be unreasonably withhelduse its commercially reasonable efforts to cause its employees and the employees of any of its respective affiliates to cooperate, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of with the Indemnifying Party unless in the defense of any Proceeding assumed by 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 provided pursuant to Section 9.4Party.

Defense of Claims. In connection with The indemnified party shall have the right, but not the obligation, to contest, defend, and litigate any claim which may give rise claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to indemnity under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee matter for which it is entitled to be indemnified hereunder, and the reasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying party hereunder; provided, however, that if the indemnifying party acknowledges in writing its obligations to indemnify the indemnified party in respect of loss to the full extent provided by a person that is not a party heretoArticle 25.10(a), the Indemnifying Party indemnifying party shall (unless such Indemnitee elects not be entitled, at its option, to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct and control the defense of such claim claim, action, suit or proceedingproceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified party and reimburses the indemnified party for the reasonable costs and expenses incurred by the indemnified party prior to the assumption by the indemnifying party of such defense. Neither the indemnified Party nor the indemnifying party shall settle or compromise any such claim, shall take all steps necessary in the defense action, suit or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without proceeding without the prior written consent of the Indemniteeother party, which consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding the foregoing, the Indemnifying Party will not enter into any settlement ofindemnified party shall have the right to employ its own counsel and such counsel may participate in such action, or any claim or proceeding which would lead to liability or create any financial or other obligation on but the part fees and expenses of such counsel shall be at the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent expense of the Indemnifying Partysuch indemnified party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4when and as incurred.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 7 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests (which cannot be resolved by appropriate waiver agreed to by the Indemnified Party) between the Indemnified Party and any other party represented by such counsel in such proceeding, shall take all steps necessary in and provided further that the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent failure of the Indemnitee, which consent any Indemnified Party to give notice as provided herein shall not be unreasonably withheldrelieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action, but the omission to deliver such written notice to the Indemnifying Party will not relieve it of any liability that it may have had to Indemnified Party otherwise than under this Section 7. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant litigation. No Indemnifying Party shall be required to Section 9.4indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior written consent.

Defense of Claims. In connection with any claim which that may give rise to indemnity under this Article 9 Section 8 resulting from or arising out of any claim or proceeding Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party shall may (unless such Indemnitee elects not to seek indemnity hereunder for such claim)) but shall not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceedingProceeding if the Indemnifying Party with respect to such claim or Proceeding acknowledges to the Indemnitee the Indemnitee's right to indemnity pursuant hereto to the extent provided herein (as such claim may have been modified through written agreement of the parties); provided, however, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, reasonably acceptable to the Indemnifying Party, if the Indemnified Party shall determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this Section 8(d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingProceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform pursue the resolution thereof. Without If the Indemnifying Party shall have assumed the defense of any claim or Proceeding in accordance with this Section 8(d), the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with the prior written consent of the such Indemnitee, which consent not to be unreasonably withheld; provided, however, that the Indemnifying Party shall not be unreasonably withheld, the Indemnifying Party will not enter into authorized to encumber any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the assets of any Indemnitee for which the or to agree to any restriction that would apply to any Indemnitee is not entitled or to indemnification hereunder. Without the prior written consent its conduct of the Indemnifying Partybusiness; and provided further, which consent that a condition to any such settlement shall not be unreasonably withheld, the a complete release of such Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.and its

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedinglitigation, shall take all steps necessary be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if, in the reasonable judgment of the Indemnified Party, representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; and provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemniteeeach Indemnified Party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant litigation. No Indemnifying Party shall be required to Section 9.4indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party’s prior consent.

Defense of Claims. In connection with If a claim for Loss (a "Claim") is to be made by a party entitled to indemnification hereunder (the "Indemnified Party") against the party from whom indemnification is claimed (the "Indemnifying Party"), the Indemnified Party shall give written notice (a "Claim Notice") to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware of any claim fact, condition or event which may give rise to indemnity Loss for which indemnification may be sought under this Article 9 resulting from Section 12. If any lawsuit or arising out enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within ten (10) business days after the service of the citation or summons). The failure of any claim Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates actual Loss caused by such failure. Notwithstanding the foregoing, a Claim Notice must be made within the survival period set forth in this Section 12, whether or proceeding against not the Indemnifying Party is prejudiced by any failure to give the Claim Notice. The Claim Notice shall describe in reasonable detail the nature of the Claim, including an Indemnitee estimate of the amount of Loss that have been or may be suffered or incurred by a person that is not a party heretothe Indemnified Party attributable to such Claim, the basis of the Indemnified Party's request for indemnification under the Agreement and all information in the Indemnified Party's possession relating to such Claim. After receipt of such Claim Notice, the Indemnifying Party shall be entitled, if it so elects, at its own cost, risk and expense, (unless i) to take control of the defense and investigation of such Indemnitee elects not lawsuit or action and (ii) to seek indemnity hereunder for such claim)employ and engage attorneys of its own choice to handle and defend the same, upon written notice provided however that the attorneys shall be reasonably acceptable to the relevant Indemnitee, Indemnified Party. If the Indemnifying Party fails to assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or defend such claim or proceeding Claim within a reasonable period of time after notice is provided pursuant to Section 9.4.ten (10) business days

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 7 (the “Indemnified Party”) will give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after the Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and will permit the Indemnifying Party shall to assume the defense of the claim or litigation resulting from it, if counsel for the Indemnifying Party, who will conduct the defense of the claim or litigation, will be approved by the Indemnified Party (unless such Indemnitee elects whose approval will not to seek indemnity hereunder for such claimunreasonably be withheld), upon written and the Indemnified Party may participate in the defense at that party’s expense; if the Indemnifying Party will pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by the counsel in such proceeding, and on the condition that the failure of any Indemnified Party to give notice under this Section 7 will not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to the relevant Indemniteegive notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, assume in the defense of any such claim or proceedinglitigation will, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect to the claim or litigation. The No Indemnifying Party shall select counsel reasonably acceptable will be required to such Indemnitee to conduct indemnify any Indemnified Party for any settlement entered into without 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 perform resolution thereof. Without the Indemnifying Party’s prior written consent of the Indemnitee, (which consent shall will not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4).

Defense of Claims. In connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out Promptly after the receipt of any claim by, or the commencement of any action or proceeding against an Indemnitee by a person that is not a party hereto, the party seeking indemnification (the "Indemnified Party") will, if a claim with respect thereto is to be made against the other party (the "Indemnifying Party shall (unless such Indemnitee elects not Party") pursuant to seek indemnity hereunder for such claim)this Section 8, upon written give notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or the commencement of such action or proceeding; provided, however, that the failure to provide such notice shall take all steps necessary in not relieve the Indemnifying Party of its obligations except to the extent such party is prejudiced thereby. In the event of such notice, the Indemnifying Party shall be entitled to assume the defense or settlement thereof with counsel of its own choosing; provided, however, that (i) the Indemnified Party shall be entitled to continue to participate in any such action or proceeding or in any negotiations or proceedings to settle or otherwise eliminate any claim for which indemnification is being sought (provided that it shall bear any legal fees or other costs associated with such participation), and (ii) the Indemnifying Party shall at all times diligently and promptly perform resolution thereof. Without not be entitled to settle, compromise, decline to appeal or otherwise dispose of any such claim, action or proceeding without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned, unless such claim, action or proceeding, in the Indemnitee will not enter into any settlement judgment of the Indemnified Party, either (A) involves a request for relief other than money damages which the Indemnifying Party would be required to completely indemnify against hereunder or any claim or proceeding which would lead to liability or create any financial or other obligation (B) in the event of an adverse ruling, could have a Material Adverse Effect on the part Indemnified Party. In the event the Indemnifying Party does not assume the defense or settlement of any claim, action or proceeding, the Indemnified Party shall, at the reasonable expense of the Indemnifying Party, conduct the investigation, defense and settlement of any such claim, action or proceedings, and the Indemnified Party's good faith determination, in its sole discretion, with respect to the conduct, settlement or other disposition of any claim action or proceeding shall be binding upon the Indemnifying Party. Any claims, reasonable legal fees or other costs and expenses paid or incurred by the Indemnified Party unless shall be paid to the Indemnified Party by the Indemnifying Party has failed or refused to acknowledge responsibility within thirty (30) days after receipt by the Indemnifying Party of the Indemnified Party's invoice for or defend such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4same.

Defense of Claims. In connection 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with any claim respect to which may give rise an Indemnifying Party is obligated to indemnity provide indemnification under this Article 9 resulting from or arising out Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of any claim or proceeding against an actual notice of such Third Party Claim; provided, however, that the failure of the Indemnitee by a person that is not a party hereto, to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent that Indemnifying Party is materially prejudiced by such failure (unless such whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee elects not must, in any event, notify the Indemnifying Party prior to seek indemnity hereunder the Termination Date as required pursuant to Section 14.1 in order for such claim)party to be indemnified. The Indemnifying Party shall be entitled, upon written notice to the relevant Indemnitee, to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnitee. Whether or not the Indemnifying Party elects to assume the investigation and defense of any such claim or proceeding. The Indemnifying Third Party Claim, the Indemnitee shall select have the right to employ separate counsel reasonably acceptable and to such participate in the investigation and defense thereof, provided, however, that the Indemnitee to conduct shall pay the defense fees and disbursements of such claim or proceeding, shall take all steps necessary separate counsel unless (a) the employment of such separate counsel has been specifically authorized in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of writing by the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless (b) the Indemnifying Party has failed or refused to acknowledge responsibility for or defend assume the defense of such claim or proceeding Third Party Claim within a reasonable period of time after notice is provided pursuant to Section 9.4.a

Defense of Claims. In connection with any claim which may give rise Each party (including the Purchaser or Sellers Representative) entitled to indemnity indemnification under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by a person that is not a party hereto, Agreement (the Indemnifying Party "Indemnified Party") shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon give written notice to the relevant Indemniteeparty required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any Claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any such claim Claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim Claim or proceedinglitigation, shall take all steps necessary be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party's expense, and provided, further, that the failure by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement except to the extent that the Indemnifying Party is damaged or otherwise prejudiced as a result of the failure to give notice. No Indemnifying Party, in the defense of any such Claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation, shall, without the prior written consent of the Indemniteeeach Indemnified Party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgment or enter into any settlement of, or which imposes any claim or proceeding which would lead to liability or create any financial or other obligation operational restriction on the part Logistics Business or does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of the Indemnitee for which the Indemnitee is not entitled a release from all liability with respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement such Claim or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4litigation.

Defense of Claims. In connection with any claim which that may give rise to indemnity under this Article 9 X resulting from or arising out of any claim or proceeding against an Indemnitee by a person Person that is not a party heretohereto (a "Third Party Claim"), and subject to the terms and conditions of Section 10.1 hereof, the Indemnifying Party 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 Business Days after the Indemnifying Party's receipt of the applicable Notice of Claim; provided, however, that (i) the counsel for the Indemnifying Party who shall (unless conduct the defense, compromise and settlement of such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice claims shall be reasonably satisfactory to the relevant Indemnitee, assume (ii) the defense of any such claim or proceeding. The Indemnifying Party Indemnitee shall select counsel reasonably acceptable have the right, at its own expense, to such Indemnitee to conduct participate in the defense of such claim and to employ counsel, separate from the counsel employed by the Indemnifying Party, (iii) the Indemnitee shall cooperate in all reasonable respects with the Indemnifying Party in connection with the defense, compromise and settlement of such claim, (iv) the Indemnifying Party shall not consent to the entry of a judgment or proceeding, shall take all steps necessary in the defense enter into a compromise or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without of any such claim which is subject to indemnification by the Indemnifying Party hereunder, except with the prior written consent of the Indemnitee, Indemnitee (which consent shall not be unreasonably withheld, ) and (v) if the named parties to any Action (including any impleaded parties) include both the Indemnifying Party will and 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 the Indemnifying Party, the Indemnitee shall be entitled, at the expense of the Indemnifying Party, 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 settlement ofsuch claim, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without except with the prior written consent of the Indemnifying Party, which consent Consent shall not be unreasonably withheld). If the Indemnifying Party fails to assume the defense, compromise and settlement of such claim within 15 Business Days after the Indemnifying Party's receipt of the applicable Notice of Claim, the Indemnitee will (upon delivering written notice to the Indemnifying Party to such effect) shall have the right to undertake, at the Indemnifying Party's expense, the defense, compromise or settlement of such claim on behalf of the Indemnifying Party; provided, however, that the Indemnitee shall not consent to the entry of a judgment or enter into a compromise or settlement of any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on such claim, except with the part prior written consent of the Indemnifying Party unless (which shall not be unreasonably withheld). In the event that the Indemnitee assumes that defense, compromise and settlement of such claim, the Indemnitee shall keep the Indemnifying Party has failed reasonably informed of the progress of any such defense, compromise or refused to acknowledge responsibility settlement. The Indemnifying Party shall be liable for any compromise or defend such settlement of any claim or proceeding within a reasonable period of time after notice is provided effected pursuant to and in accordance with this Article X and for any final judgment (subject to any right of appeal) and the Indemnifying Party agrees to indemnify and hold harmless (subject to the terms and conditions of Section 9.410.1 above) the Indemnitee from and against any Damages by reason of such compromise, settlement or judgment. Notwithstanding the foregoing, if a Buyer Indemnitee reasonably believes that the costs, expenses and/or Damages associated with any Third Party Claim, the defense, compromise and settlement of which has previously been assumed by any of the Sellers (in their capacity as the Indemnifying Party) pursuant to this Section 10.4 and subject to the terms and conditions of this Article X, will substantially exceed the Basic Escrow Amount or Dissenting Shares Escrow Amount, as appropriate (or such portion thereof remaining in the Escrow Account at such time), then such Buyer Indemnitee shall be entitled, upon written notice at any time thereafter, to take over the defense, compromise and settlement thereof; provided that the foregoing shall not limit, expand or otherwise modify such Buyer Indemnitee's right to indemnification pursuant to this Article X. Nothing contained in this Section 10.4 shall affect or otherwise modify the terms and conditions of Section 10.1.

Defense of Claims. In connection with any claim which that may give rise to indemnity under this Article 9 Section 8 resulting from or arising out of any claim or proceeding Proceeding against an Indemnitee by a person Person that is not a party hereto, the Indemnifying Party shall may (unless such Indemnitee elects not to seek indemnity hereunder for such claim)) but shall not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceedingProceeding if the Indemnifying Party with respect to such claim or Proceeding acknowledges to the Indemnitee the Indemnitee's right to indemnity pursuant hereto to the extent provided herein (as such claim may have been modified through written agreement of the parties) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party shall be financially able to satisfy such claim to the extent provided herein if such claim or Proceeding is decided adversely; provided, however, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any crossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, reasonably acceptable to the Indemnifying Party, if the Indemnified Party shall determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this Section 8(d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingProceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform pursue the resolution thereof. Without If the Indemnifying Party shall have assumed the defense of any claim or Proceeding in accordance with this Section 8(d), the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, with the prior written consent of the such Indemnitee, which consent not to be unreasonably withheld; provided, however, that the Indemnifying Party 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 party shall not be unreasonably withheldauthorized 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, directors, officers, employees and agents with respect to such claim, including any reasonably foreseeable collateral consequences thereof. 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. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party will not enter into any settlement of, or in the defense of any claim or proceeding which would lead Proceeding being defended by the Indemnifying Party pursuant to liability this Section 8(d). If the Indemnifying Party does not assume the defense of any claim or create any financial Proceeding resulting therefrom in accordance with the terms of this Section 8(d), such Indemnitee may defend against such claim or other obligation on the part Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the Indemnitee for which the Indemnitee is not entitled same to indemnification hereunder. Without the prior written consent of the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which consent shall not be unreasonably withheld, the such Indemnitee will not enter into any settlement or any defended such claim or proceeding which would lead Proceeding or the amount of or nature of any such settlement, such Indemnifying Party shall have the burden to liability or create any financial or other obligation on the part prove by a preponderance of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or evidence that such Indemnitee did not defend such claim or proceeding within Proceeding in a reasonable period of time after notice is provided pursuant to Section 9.4reasonably prudent manner.

Defense of Claims. In connection with the event that any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or proceeding is asserted against an Indemnitee by a person that is not a party heretoto which it is entitled to indemnification hereunder (the "Indemnified Party"), the Indemnified Party shall promptly after learning of such claim notify the other party (the "Indemnifying Party") thereof in writing; provided, however, that the failure of Indemnified Party to give prompt notice of such claim as aforesaid shall not relieve the obligation of Indemnifying Party with respect to such claim. Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim)have the right, upon by giving written notice to the relevant IndemniteeIndemnified Party within ten (10) calendar days after receipt from Indemnified Party of notice of such claim, assume to conduct at its expense the defense of any against such claim or proceeding. The in its own name, or, if Indemnifying Party shall select counsel reasonably acceptable fail to give such Indemnitee notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event Indemnified Party shall have the right to conduct such defense and to compromise and settle the claim or proceedingwithout prior consent of Indemnifying Party. In the event that Indemnifying Party elects to conduct the defense of the subject claim, Indemnified Party will cooperate with and make available to Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of Indemnifying Party, and Indemnified Party shall take all steps necessary have the right at its expense to participate in the defense or settlement thereof defense, provided that Indemnified Party shall have the right to compromise and shall at all times diligently and promptly perform resolution thereof. Without settle the claim only with the prior written consent of the Indemnitee, Indemnifying Party. No legal proceeding in which consent Indemnified Party is named as a party shall not be unreasonably withheld, the settled by Indemnifying Party will not enter into any without Indemnified Party's prior written consent unless such settlement ofor compromise (a) affects no substantive rights of Indemnified Party, (b) involves no admission of fault by Indemnified Party, and (c)creates no obligations or any claim liabilities for Indemnified Party. Any judgment entered or proceeding settlement agreed upon in the manner provided herein shall be binding upon Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee Indemnified Party is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection with any claim which may give rise to indemnity fulfilling its obligations under this Article 9 resulting from or arising out Section 7.3, after the Indemnifying Party has provided each Indemnified Party with a written notice of any claim or proceeding against an Indemnitee by a person that is not a party heretoits agreement to indemnify each Indemnified Party under this Section 7.3, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding, brought by a third party in such manner as the Indemnifying Party may reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any Indemnified Parties, other than financial obligations for which such Person will be indemnified hereunder, unless such Indemnitee elects Person has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to seek indemnity hereunder for any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such claim)suit, upon written notice action, investigation, claim or proceeding. Notwithstanding the Indemnifying Party's election to the relevant Indemnitee, assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (a) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a material conflict of interest, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding. The , (c) if the Indemnifying Party shall select authorize the Indemnified Party to employ separate counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party's expense, which consent or (d) such action shall not be unreasonably withheld, seek relief other than monetary damages against the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4Indemnified Party.

Defense of Claims. In connection with any claim which that may give ----------------- rise to indemnity under this Article 9 Section 6 resulting from or arising out of any claim or proceeding Proceeding (as defined in Section 6(e) below) against an Indemnitee by a person Person that is not a party hereto, the Indemnifying Party shall may (unless such Indemnitee elects not to seek indemnity hereunder for such claim)) but shall not be obligated to, upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceedingProceeding if the Indemnifying Party with respect to such claim or Proceeding acknowledges (which acknowledgment may be subject to the Indemnifying Party's right to object to such claims pursuant to Section 6(c)) to the Indemnitee the Indemnitee's right to indemnity pursuant hereto to the extent provided herein (as such claim may have been modified through written agreement of the parties) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party is financially able to assume the defense of such claim to the extent provided herein if such claim or Proceeding is decided adversely; provided, however, that -------- ------- nothing set forth herein shall be deemed to require the Indemnifying Party to waive any cross-claims or counterclaims for Damages the Indemnifying Party may have against the Indemnitee. The Indemnitee shall be entitled to retain one separate counsel, reasonably acceptable to the Indemnifying Party, if the Indemnitee shall determine, upon the written advice of counsel, that, based on applicable ethical standards, an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnitee in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnitee is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this Section 6(d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingProceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform pursue the resolution thereof. Without If the Indemnifying Party shall have assumed the defense of any claim or Proceeding in accordance with this Section 6(d), the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding; provided, however, that the -------- ------- Indemnifying Party 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 Party 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 without the prior written consent of the Indemnitee; and provided further, which consent that a condition to any such settlement -------- ------- shall be a complete release of such Indemnitee and its directors, officers and employees with respect to such claim, including any reasonably foreseeable collateral consequences thereof. Such Indemnitee shall be entitled to participate in (but not be unreasonably withheldcontrol) the defense of any such Action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party will not enter into any settlement of, or in the defense of any claim or proceeding which would lead Proceeding being defended by the Indemnifying Party pursuant to liability this Section 6(d). If the Indemnifying Party does not assume the defense of any claim or create any financial Proceeding resulting therefrom in accordance with the terms of this Section 6(d), such Indemnitee may defend against such claim or other obligation on the part Proceeding in such manner as it may deem appropriate, including settling such claim or Proceeding after giving notice of the Indemnitee for which the Indemnitee is not entitled same to indemnification hereunder. Without the prior written consent of the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which consent shall not be unreasonably withheld, the such Indemnitee will not enter into any settlement or any defended such claim or proceeding which would lead Proceeding or the amount or nature of any such settlement, such Indemnifying Party shall have the burden to liability or create any financial or other obligation on the part prove by a preponderance of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or evidence that such Indemnitee did not defend such claim or proceeding within Proceeding in a reasonable period of time after notice is provided pursuant to Section 9.4reasonably prudent manner.

Defense of Claims. In connection with any claim which may give rise to indemnity fulfilling its obligations under this Article 9 resulting from or arising out Section 8.3, after the Indemnifying Party has provided each Indemnified Party with a written notice of any claim or proceeding against an Indemnitee by a person that is not a party heretoits agreement to indemnify each Indemnified Party under this Section 8.3, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall (unless have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to manner as the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel may reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingdeem appropriate; provided, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, that: (a) the Indemnifying Party will not enter into consent to any settlement ofor entry of judgment imposing any obligations on any Indemnified Parties, other than financial obligations for which such Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (not to be unreasonably withheld, conditioned or delayed); and (b) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation, claim or proceeding proceeding. Notwithstanding the Indemnifying Party’s election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel (at its own cost except as provided below) and to reasonably participate in the defense or investigation of such claim, action or proceeding, which would lead to liability or create any financial or other obligation on participation shall be at the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent expense of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation if: (a) on the part advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party unless Party’s choice would reasonably be expected to give rise to a conflict of interest; (b) the Indemnifying Party has failed or refused shall authorize the Indemnified Party to acknowledge responsibility for or defend such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4.employ separate counsel at the Indemnifying Party’s expense; or

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out VIII (the "INDEMNIFIED PARTY") agrees to notify the party required to provide indemnification (the "INDEMNIFYING PARTY") with reasonable promptness of any claim or proceeding asserted against an Indemnitee it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a person written statement setting forth the basis of such claim and the manner of calculation thereof. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that (i) such counsel shall have been approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed; (ii) the Indemnified Party may participate in such defense if it so chooses with its own counsel and at its own expense; and (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not a party heretoprejudicial to the Indemnified Party's interest in such matter. In the event the Indemnifying Party does not undertake to defend or compromise the claim, the Indemnifying Party shall (unless such Indemnitee elects promptly notify the Indemnified Party of its intention not to seek indemnity hereunder for such undertake to defend or compromise the claim), upon written notice to and the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct be bound by (a) the defense final decree of any court of competent jurisdiction deciding the validity and amount of the claim asserted against the Indemnified Party, and (b) any compromise of such claim or proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without made with the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement withheld or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4delayed.

Defense of Claims. In connection If any action at law, suit in equity, arbitration or administrative action is instituted by or against a third party (including any Governmental Body) with respect to which the Claimant intends to claim any claim which may give rise liability or expense as a Loss subject to indemnity indemnification under this Article 9 resulting from 6, it shall include in the notice required by Section 6.4 a description of such action or arising out suit, describing such loss or expenses, the amount thereof, if known, and the method of computation of such loss or expense, all with reasonable particularity. The Indemnifying Party shall have fifteen (15) days after receipt of such notice to notify the Claimant that it elects to conduct and control any claim legal or proceeding against administrative action or suit with respect to an Indemnitee by a person that is not a party heretoindemnifiable claim. Until the Indemnifying Party gives the foregoing notice, the Claimant shall have the right to defend, contest, settle, or compromise such action or suit in its exclusive discretion. If the Indemnifying Party gives the above-described notice, the Indemnifying Party shall have the right to undertake, conduct, and control, through counsel of its own choosing and at its sole expense, the conduct and settlement of such action or suit, and the Claimant shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (unless such Indemnitee elects a) the Indemnifying Party shall not to seek indemnity hereunder for such claim), upon written notice thereby consent to the relevant Indemnitee, assume the defense imposition of any injunction, Order or settlement against or involving the Claimant without the written consent of the Claimant; (b) the Indemnifying Party shall permit the Claimant to participate in such claim conduct or proceedingsettlement through counsel chosen by the Claimant, but the fees and expenses of such counsel shall be borne by the Claimant except as provided in clause (c) below; and (c) upon a final determination of such action or suit, the Indemnifying Party shall promptly reimburse the Claimant, to the extent required under this Article 6, for the full amount of any Loss resulting from such action or suit and all reasonable expenses related to such Loss incurred by the Claimant, other than fees and expenses of counsel for the Claimant incurred after the assumption of the conduct and control of such action or suit by the Indemnifying Party (except in the case that the use of the legal counsel selected by the Indemnifying Party presents a conflict of interest with respect to the Claimant, in which case the Claimant may employ legal counsel of its choice after the assumption of the conduct and control of such action or suit by the Indemnifying Party and shall be entitled to reimbursement of the fees and expenses thereof by the Indemnifying Party). So long as the Indemnifying Party is contesting any such action or suit in good faith, the Claimant shall not pay or settle any such action or suit. Notwithstanding the foregoing, the Claimant shall have the right to pay or settle any such action or suit, provided that in such event the Claimant shall waive any right to indemnity therefor by the Indemnifying Party and no amount in respect thereof shall be claimed as Loss under this Article 6. The Indemnifying Party shall select counsel reasonably acceptable be entitled to such Indemnitee to conduct contest the defense issue of such claim or proceedingits obligations of indemnification hereunder, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, provided that the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on complies with the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4provisions hereof.

Defense of Claims. In connection with If Litchfield (the "Indemnified Party") asserts that Biofarm and/or the Majority Shareholders (each an "Indemnifying Party," collectively referred to herein as the "Indemnifying Parties") have become obligated to the Indemnified Party pursuant to Section 13.1 hereof or in the event that any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any suit, action, investigation, claim or proceeding against an Indemnitee by is begun, made or instituted as a person that is not a party heretoresult of which the Indemnifying Parties may become obligated to the Indemnified Party hereunder, the Indemnifying Indemnified Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written give notice thereof to the relevant IndemniteeIndemnifying Parties. The Indemnifying Parties shall have the right, assume the defense at their expense and with counsel of their choosing, to defend, contest or otherwise protest against any such suit, action, investigation, claim or proceeding. The Indemnifying Indemnified Party shall select counsel reasonably acceptable have the right, but not the obligation, to such Indemnitee to conduct participate at its own expense in the defense thereof by counsel of the Indemnified Party's choice. In the event that, within fifteen (15) days of receipt of such notice by the Indemnified Party to the Indemnifying Parties, the Indemnifying Parties fail to (i) notify the Indemnified Party of their intent to defend or (ii) defend, contest or otherwise protest against such suit, action, investigation, claim or proceeding, the Indemnified Party shall take have the right to do so and the Indemnified Party shall be entitled to recover, in addition to all steps necessary in other amounts contemplated herein, the entire cost of such defense from the Indemnifying Parties. In any event, the Indemnifying Parties shall not compromise or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without settle any such suit, action, investigation, claim or proceeding without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out X (the “Indemnified Party”) agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim or proceeding asserted against an Indemnitee it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a person written statement setting forth the basis of such claim and the manner of calculation thereof. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that (i) such counsel shall have been approved by the Indemnified Party, which approval shall not be unreasonably withheld or delayed; (ii) the Indemnified Party may participate in such defense if it so chooses with its own counsel and at its own expense; and (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not a party heretoprejudicial to the Indemnified Party’s interest in such matter. In the event the Indemnifying Party does not undertake to defend or compromise the claim, the Indemnifying Party shall (unless such Indemnitee elects promptly notify the Indemnified Party of its intention not to seek indemnity hereunder for such undertake to defend or compromise the claim), upon written notice to and the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct be bound by (a) the defense final decree of any court of competent jurisdiction deciding the validity and amount of the claim asserted against the Indemnified Party, and (b) any compromise of such claim or proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without made with the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement withheld or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4delayed.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemnitee, each Indemnified Party which consent shall not be unreasonably withheld, the Indemnifying Party will not consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any plaintiff to such Indemnified Party of a release from all liability in respect to such claim or proceeding which would lead litigation. No Indemnifying Party shall be required to liability or create indemnify any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled Indemnified Party with respect to indemnification hereunder. Without the prior written consent of any settlement entered into without the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4’s prior written consent.

Defense of Claims. In connection with any claim which may give rise to indemnity fulfilling its obligations under this Article 9 resulting from or arising out Section 7.3, after the Indemnifying Party has provided each Indemnified Party with a written notice of any claim or proceeding against an Indemnitee by a person that is not a party heretoits agreement to indemnify each Indemnified Party under this Section 7.3, as between such Indemnified Party and the Indemnifying Party, the Indemnifying Party shall have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding, brought by a third party in such manner as the Indemnifying Party may reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any Indemnified Parties, other than financial obligations for which such Person will be indemnified hereunder, unless such Indemnitee elects not Person has consented in writing to seek indemnity hereunder for such claimsettlement or judgment (which consent may be given or withheld in its sole discretion), upon written notice and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the relevant IndemniteeIndemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation, claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (a) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a material conflict of interest, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of the assertion of any such claim or institution of any such action or proceeding. The , (c) if the Indemnifying Party shall select authorize the Indemnified Party to employ separate counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party's expense, which consent or (d) such action shall not be unreasonably withheld, seek relief other than monetary damages against the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4Indemnified Party.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall take all steps necessary not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation shall, except with the prior written consent of the Indemnitee, each Indemnified Party which consent shall not be unreasonably withheld, the Indemnifying Party will not consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any plaintiff to such Indemnified Party of a release from all liability in respect to such claim or proceeding which would lead litigation. No Indemnifying Party shall be required to liability or create indemnify any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled Indemnified Party with respect to indemnification hereunder. Without the prior written consent of any settlement entered into without the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4’s prior written consent. -10- 6.4.

Defense of Claims. In connection with If a claim for Damages (a “Claim”) is to be made by a party entitled to indemnification hereunder (the “Indemnified Party”) against the party from whom indemnification is claimed (the “Indemnifying Party”), the Indemnified Party shall give written notice (a “Claim Notice”) to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware of any claim fact, condition or event which may give rise to indemnity Damages for which indemnification may be sought under this Article 9 resulting from Section 10.2. If any lawsuit or arising out enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within ten (10) business days after the service of the citation or summons). The failure of any claim Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent that the Indemnifying Party demonstrates actual and material prejudice caused by such failure. Notwithstanding the foregoing, a Claim Notice that relates to a representation or proceeding against warranty must be made within the survival period set forth in Section 10.1, whether or not the Indemnifying Party is prejudiced by any failure to give the Claim Notice. The Claim Notice shall describe in reasonable detail the nature of the Claim, including, to the extent reasonably feasible, an Indemnitee estimate of the amount of Damages that have been or may be suffered or incurred by a person that is not a party heretothe Indemnified Party attributable to such Claim, the basis of the Indemnified Party’s request for indemnification under the Agreement and all information in the Indemnified Party’s possession relating to such Claim. After receipt of such Claim Notice, the Indemnifying Party shall be entitled, if it so elects, at its own cost, risk and expense, (unless i) to take control of the defense and investigation of such Indemnitee lawsuit or action and (ii) to employ and engage attorneys of its own choice to handle and defend the same. If the Indemnifying Party elects not to seek indemnity hereunder for take control of the defense and investigation of such claim)lawsuit or action, upon written notice the Indemnifying Party shall conduct the defense and investigation actively and diligently. If the Indemnifying Party fails to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Claim within thirty (30) calendar days after receipt of the Claim Notice, the Indemnified Party shall select counsel reasonably acceptable against which such Claim has been asserted will (upon delivering notice to such Indemnitee effect to conduct the defense Indemnifying Party) have the right to undertake, at the Indemnifying Party’s cost and expense, the defense, compromise or settlement of such claim or proceeding, shall take all steps necessary in Claim on behalf of and for the defense or settlement thereof account and shall at all times diligently and promptly perform resolution thereof. Without the prior written consent risk of the IndemniteeIndemnifying Party; provided, which consent however, that such Claim shall not not, in any event, be unreasonably withheld, compromised or settled without the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party assumes the defense of the Claim, the Indemnitee Indemnifying Party will not enter into keep the Indemnified Party reasonably informed of the progress of any settlement such defense, compromise or any claim or proceeding which would lead settlement. Notwithstanding the foregoing, the Indemnified Party shall be entitled to liability or create any financial or other obligation on conduct its own defense at the part cost and expense of the Indemnifying Party unless if the Indemnified Party shall have reasonably concluded that (i) there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, (ii) the Claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful would be reasonably likely to materially adversely affect the Business or financial condition of the Indemnified Party, or (iii) the conduct of its defense by the Indemnifying Party has failed or refused would reasonably be likely to acknowledge responsibility for or defend prejudice the Indemnified Party due to a conflict of interest between the Indemnified Party and the Indemnifying Party; and provided further that in any event the Indemnified Party may participate in such claim or proceeding within a reasonable period of time after notice is provided pursuant to Section 9.4defense at its own expense.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out VII (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom; provided, that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedingany litigation resulting therefrom, shall take all steps necessary be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at the defense or settlement thereof Indemnified Party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in such action, in which case the fees and expenses of counsel shall be at all times diligently and promptly perform resolution thereof. Without the prior written consent expense of the IndemniteeIndemnifying Party), which consent and provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not be unreasonably withheldrelieve the Indemnifying Party of its obligations under this Article VII unless, and only to the extent that, the Indemnifying Party will not is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement of, which does not include as an unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless the Indemnifying Party has failed or refused to acknowledge responsibility for or defend such claim or proceeding within a reasonable period litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of time after notice is provided pursuant to Section 9.4such claim and litigation resulting therefrom.

Defense of Claims. In connection with The Buyer or Seller Party that seeks indemnification (an “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) of any actual or potential claim which may give rise to indemnity (provided, that no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation under this Article 9 resulting from Agreement except to the extent the Indemnifying Party has suffered actual prejudice) and the Indemnifying Party shall assume the defense thereof (with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party). Provided, however, that an Indemnified Party shall have the right to retain its own counsel and participate in the defense thereof, at its own cost. If the Indemnifying Party shall fail to timely assume the defense of and reasonably defend the Indemnified Party, the Indemnified Party shall have the right to retain or arising out assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the reasonable fees and expenses of counsel retained by the Indemnified Party and all other commercially reasonable expenses of investigation and litigation. The Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigations of any claim Claim. The Indemnifying Party shall not be liable for the indemnification of any Claim settled (or proceeding against an Indemnitee resolved by a person that is not a party heretoconsent to the entry of judgment) without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Claim, the Indemnifying Party shall (unless have the right to settle such Indemnitee elects not to seek indemnity hereunder for such claim)Claim; provided, upon written notice to that the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without obtain the prior written consent of the Indemnitee, (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless: (a) there is no finding or admission of any violation of law or any violation of the rights of any person or entity by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party will and such settlement does not enter into require the Indemnified Party to take (or refrain from taking) any settlement ofaction. Regardless of who controls the defense, or any claim or proceeding the other party hereto shall reasonably cooperate in the defense as may be requested. Without limitation, the party hereto which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnifying Party unless and (if different) the Indemnified Party, and their respective directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party has failed or refused to acknowledge responsibility for or defend such claim or proceeding within a reasonable period and its legal representatives in the investigation and defense of time after notice is provided pursuant to Section 9.4any Claim.

Defense of Claims. In connection with any claim which may give rise Each party entitled to indemnity indemnification under this Article 9 resulting from or arising out VI (the "Indemnified Party") agrees to notify the party required to provide indemnification (the "Indemnifying Party") with reasonable promptness of any claim or proceeding asserted against an Indemnitee it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a person written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VI, except to the extent, and only to the extent, that the Indemnifying Party's failure actually prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at their own expense with counsel of their choice; provided, however, that: (i) such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; (ii) the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not a party heretocontrary to the Indemnified Party's interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall (unless such Indemnitee elects promptly notify the Indemnified Party of its intention not to seek indemnity hereunder for such undertake to defend or compromise the claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, the Indemnifying Party will not enter into any settlement of, or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4.

Defense of Claims. In connection with any claim which may Each party entitled to indemnification under Section 6.1 or 6.2 (the "Indemnified Party") shall give rise notice to indemnity under this Article 9 resulting from or arising out the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim or proceeding against an Indemnitee by a person that is not a party heretoas to which indemnity may be sought, and shall permit the Indemnifying Party shall (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the relevant Indemnitee, assume the defense of any such claim or proceeding. The any litigation resulting therefrom, provided that counsel for the Indemnifying Party Party, who shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceedinglitigation, shall take all steps be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnified Party of its obligations under the Agreement unless the failure to give such notice is materially prejudicial to an Indemnified Party's ability to defend such action. Notwithstanding the foregoing, however, (i) if the Indemnified Party reasonably determines that there may be a conflict between the position of the Indemnified Party and of the Indemnified Party in connection with the defense of such action, suit, investigation, inquiry or other proceeding or that there may be legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnified Party, then counsel for the Indemnified Party shall be entitled to conduct a defense to the extent reasonably determined by such counsel to be necessary to protect the interest of the Indemnified Party, and (ii) in any event, the Indemnified Party shall be entitled to have counsel chosen by such Indemnified Party participate in, but not to conduct, the defense. No Indemnified Party, in the defense of any such claim or settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without litigation, shall, except with the prior written consent of the Indemniteeeach Indemnified Party, which consent shall not be unreasonably withheld, the Indemnifying Party will not to entry of any judgment or enter into any settlement of, that does not include as a unconditional term thereof the giving by the claimant or any claim or proceeding which would lead plaintiff to such Indemnified Party of a release from all liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled in respect to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4litigation.

Defense of Claims. In connection with (a) As used in this Section 6.4, any claim party seeking indemnification pursuant to this Article VI is referred to as an "Indemnified Party" and any party from whom indemnification is sought pursuant to this Article VI is referred to as an "Indemnifying Party." An Indemnified Party which may give rise proposes to indemnity assert the right to be indemnified under this Article 9 resulting from or arising out of any claim or proceeding against an Indemnitee by VI shall submit a person that is not a party hereto, written demand for indemnification to the Indemnifying Party shall as promptly as practicable after its discovery of grounds for indemnification hereunder, setting forth in summary form the facts as then known which form the basis for the claim for indemnification; provided, however, that the failure to give such notice will not affect such claim of indemnification except to the extent of actual prejudice to the Indemnifying Party. With respect to claims based on actions by third parties, an Indemnified Party shall, within fifteen (unless such Indemnitee elects not 15) days after the receipt of notice of the commencement of any claim, action, suit or other proceeding against it in respect of which a claim for indemnification is to seek indemnity hereunder for be made against an Indemnifying Party, notify the Indemnifying Party in writing of the commencement of such claim), upon written notice action, suit or other proceeding, enclosing a copy of all papers served; provided, however, that the failure to so notify the relevant Indemnitee, assume the defense Indemnifying Party of any such claim claim, action, suit or proceeding. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee 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 perform resolution thereof. Without the prior written consent of the Indemnitee, which consent other proceeding shall not be unreasonably withheld, relieve the Indemnifying Party will not enter into from any settlement ofliability which it may have to the Indemnified Party, or any claim or proceeding which would lead except to liability or create any financial or other obligation on the part of extent that the Indemnitee for which Indemnifying Party is prejudiced thereby. Thereafter, the Indemnitee is not entitled Indemnified Party shall deliver to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithin fifteen (15) days after receipt by the Indemnified Party, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead copies of all further notices relating to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4claim.

Defense of Claims. In connection with any Any Indemnified Party wishing to claim which may give rise to indemnity indemnification under this Article 9 resulting from or arising out Section 6.08, upon learning of any claim such claim, action, suit, proceeding or investigation, shall promptly notify the Indemnifying Party, but the failure to so notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party, except to the extent that such failure does actually prejudice the Indemnifying Party. In the event of any such claim, action, suit, proceeding against an Indemnitee by a person that is not a party heretoor investigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall (unless have the right to assume the defense thereof and the Indemnifying Party shall not be liable to such Indemnitee Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to seek indemnity hereunder assume such defense, or counsel for the Indemnified Parties advises that there are material issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such claimcounsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless counsel for the Indemnified Parties advises that there are material issues that raise conflicts of interest between the Indemnified Parties), upon written notice to (ii) the relevant Indemnitee, assume Indemnified Parties will cooperate in the defense of any such claim or proceeding. The matter, (iii) the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or proceeding, shall take all steps necessary in the defense or not be liable for any settlement thereof and shall at all times diligently and promptly perform resolution thereof. Without the effected without its prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, and (iv) the Indemnifying Party will not enter into any settlement of, shall have no obligation hereunder in the event that indemnification of an Indemnified Party in the manner contemplated hereby is prohibited by applicable laws and regulations or any claim by an applicable federal or proceeding which would lead to liability state banking agency or create any financial or other obligation on the part a court of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. Without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, the Indemnitee will not enter into any settlement or any claim or proceeding which would lead to liability or create any financial or other obligation on the part of the 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 provided pursuant to Section 9.4competent jurisdiction.