Common use of General Indemnification Procedures Clause in Contracts

General Indemnification Procedures. (a) In the event that any Party incurs or suffers any Damages with respect to which indemnification may be sought by such Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunder, the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any written notice of the third person claimant. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitor.

General Indemnification Procedures. (a) In A Party seeking indemnification pursuant to this Article 12 (an "Indemnified Party") shall give prompt notice to the Party from whom such indemnification is sought (the "Indemnifying Party") of the commencement or assertion of any Third Party Claim (which in no event includes any claims by any Pfizer Parties or any Eyetech Parties) in respect of which indemnity may be sought hereunder, shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, and shall not make any admission concerning such Third Party Claim, unless such admission is required by applicable Law or legal process, including in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party, except for an admission required by applicable Law or legal process, or the failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the ability of the Indemnifying Party to defend such Third Party Claim is prejudiced thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of notice from the Indemnified Party of the commencement or assertion of a Third Party Claim, to assume and conduct the defense of such Third Party Claim, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. The Indemnified Party shall not settle such Third Party Claim within such thirty (30) day period. Subject to the initial and continuing satisfaction of the terms and conditions of this Article 12, the Indemnifying Party shall have full control of such Third Party Claim, including settlement negotiations and any legal proceedings. If the Indemnifying Party incurs does not assume the defense of such Third Party Claim in accordance with this Section 12.9, the Indemnified Party may defend the Third Party Claim. If both Parties are Indemnifying Parties pursuant to co-indemnification obligations under Section 12.6 with respect to the same Third Party Claim, the Parties shall determine by mutual agreement, within twenty (20) days following their receipt of notice of commencement or suffers assertion of such Third Party Claim (or such lesser period of time as may be required to properly respond to such claim), which Party shall assume the lead role in the defense thereof. Should the Parties be unable to mutually agree on which Party shall assume the lead role in the defense of such Third Party Claim, both Parties shall be entitled to participate in such defense through counsel of their respective choosing; provided that in the case of any Damages Third Party Claim with respect to which indemnification may be sought by such Party (i) both Parties are Indemnifying Parties pursuant to co- indemnification obligations under Section 12.6(b) and (ii) more than [**] percent ([**]%) of the Products involved in the infringement or misappropriation alleged in such Third Party Claim were sold or intended for sale in the ROW Territory, Pfizer may defend the Third Party Claim in accordance with this Article 6 and such Party desires to assert an indemnification claim hereunder, the Party seeking indemnification Section 12.9 (the “Indemnitee”) must assert the claim by without giving written notice (a “Claim Notice”) effect to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”immediately preceding sentence), within the applicable time period described herein. The Claim Notice must state the nature and basis of the claim in reasonable detail based on the information available but may not enter into any settlement or consent to the Indemnitee and, if the Claim Notice is being given any judgment with respect to a third person claim must be accompanied by a copy of any such Third Party Claim without Eyetech's prior written notice of the third person claimant. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice consent if either (a “Claim Response”x) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether such settlement or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Periodjudgment would, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or taking into account the indemnification for provisions of Section 12.6(b), impose more than $[**] in liability on Eyetech or (y) such claim as described in a Claim Noticesettlement or judgment would, whether by failing taking into account the indemnification provisions of Section 12.6(b), impose more monetary liability on Eyetech than on Pfizer or include non-monetary conditions with respect to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any IndemnitorEyetech.

General Indemnification Procedures. (a) In the event that any A Party incurs or suffers any Damages with respect to which seeking indemnification may be sought by such Party pursuant to this Article 6 and such Party desires to assert VIII (an indemnification claim hereunder, the Party seeking indemnification (the “IndemniteeIndemnified Party”) must assert the claim by giving written shall give prompt notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom such indemnification is sought (each an the “IndemnitorIndemnifying Party”), within the applicable time period described herein. The Claim Notice must state the nature and basis ) of the commencement or assertion of any Third-Party Claim (which in no event includes any claim by any Novo Party or any TransTech Party) in reasonable detail based on respect of which indemnity may be sought hereunder, shall give the Indemnifying Party such information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied any indemnified matter as the Indemnifying Party may reasonably request, and shall not make any admission concerning any Third-Party Claim, unless such admission is required by a copy applicable Law or legal process, including in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party or the failure to give such notice shall relieve the Indemnifying Party of any written notice liability hereunder only to the extent that the ability of the third person claimant. Each Indemnitor Indemnifying Party to whom a defend such Third-Party Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice prejudiced thereby (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether and no admission required by applicable Law or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor legal process shall be deemed to result in prejudice). The Indemnifying Party shall assume and conduct the defense of such Third-Party Claim, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Subject to the initial and continuing satisfaction of the terms and conditions of this Article VIII, the Indemnifying Party shall have full control of such Third-Party Claim, including settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third-Party Claim in accordance with this Section 8.3, the Indemnified Party may defend the Third-Party Claim. If both Parties are Indemnifying Parties with respect to dispute the claim described same Third-Party Claim, the Parties shall determine by mutual agreement, within twenty (20) days following their receipt of notice of commencement or assertion of such Third-Party Claim (or such lesser period of time as may be required to respond properly to such claim), which Party shall assume the lead role in the related Claim Notice, or it indemnification obligations hereunderdefense thereof. If any Indemnitor elects not Should the Parties be unable to dispute a claim or mutually agree on which Party shall assume the indemnification for such claim as described lead role in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount defense of such claim Third-Party Claim, both Parties shall be conclusively deemed entitled to be an obligation participate in such defense through counsel of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitortheir respective choosing.

General Indemnification Procedures. (a) All claims by a party seeking indemnification pursuant to this Article VII (an "Indemnified Party") shall be asserted and resolved as set forth in this Section 7.2. In the event that any written claim or demand for which the party from whom such indemnification is sought (the "Indemnifying Party") would be liable to any Indemnified Party incurs hereunder is asserted against or suffers sought to be collected from any Damages Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event more than fifteen days following such Indemnified Party's receipt of such claim or demand, notify the Indemnifying Party of such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"). The Indemnifying Party shall have thirty days from the personal delivery or mailing of the Claim Notice (the "Notice Period") to notify the Indemnified Party whether or not it desires to defend the Indemnified Party against such claim or demand. An election to assume the defense of such claim or demand shall not be deemed to be an admission that the Indemnifying Party is liable to the Indemnified Party in respect of such claim or demand. The Indemnified Party shall use its best efforts in the defense of all such claims. Any notice of a claim by reason of any of the representations, warranties or covenants contained in this Agreement shall state specifically the representation, warranty, or covenant with respect to which indemnification may be sought by such Party pursuant to this Article 6 and such Party desires to assert an indemnification the claim hereunderis made, the Party seeking indemnification (facts giving rise to an alleged basis for the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Partiesclaim, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any written notice of the third person claimant. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day liability asserted against the Indemnifying Party by reason of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitorclaim.

General Indemnification Procedures. (a) In the event that any Party incurs or suffers any Damages with respect to which A Person seeking indemnification may be sought by such Party pursuant to this Article 6 and such Party desires to assert ARTICLE XI (an indemnification claim hereunder, the Party seeking indemnification (the “IndemniteeIndemnified Party”) must assert the claim by giving written shall give prompt notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom such indemnification is sought (each an the “IndemnitorIndemnifying Party”), within the applicable time period described herein. The Claim Notice must state the nature and basis ) of the commencement or assertion of any Third Party Claim (which in no event includes any claim by any Calithera Party or any High Point Party) in reasonable detail based on respect of which indemnity may be sought hereunder, shall give the Indemnifying Party such information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied any indemnified matter as the Indemnifying Party may reasonably request, and shall not make any admission concerning any Third Party Claim, unless such admission is required by a copy applicable Law or legal process, including in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party or the failure to give such notice shall relieve the Indemnifying Party of any written notice liability hereunder only to the extent that the ability of the third person claimant. Each Indemnitor Indemnifying Party to whom a defend such Third Party Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice prejudiced thereby (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether and no admission required by applicable Law or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor legal process shall be deemed to result in prejudice). The Indemnifying Party shall assume and conduct the defense of such Third Party Claim, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Subject to the initial and continuing satisfaction of the terms and conditions of this ARTICLE XI, the Indemnifying Party shall have full control of such Third Party Claim, including settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Section 11.3, the Indemnified Party may defend the Third Party Claim. If both Parties are Indemnifying Parties with respect to dispute the claim described same Third Party Claim, the Parties shall determine by mutual agreement, within twenty (20) days following their receipt of notice of commencement or assertion of such Third Party Claim (or such lesser period of time as may be required to respond properly to such claim), which Party shall assume the lead role in the related Claim Notice, or it indemnification obligations hereunderdefense thereof. If any Indemnitor elects not Should the Indemnifying Parties be unable to dispute a claim or mutually agree on which of them shall assume the indemnification for such claim as described lead role in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount defense of such claim Third Party Claim, both Indemnifying Parties shall be conclusively deemed entitled to be an obligation participate in such defense through counsel of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitortheir respective choosing.

General Indemnification Procedures. (a) In the event that any Party incurs or suffers any Damages with respect to which indemnification may be sought by such Party pursuant to this Article 6 XIII and such Party desires to assert an indemnification claim hereunder, the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person Person claim must be accompanied by a copy of any written notice of the third person Person claimant. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding Proceeding for the recovery of the Damages claimed from any Indemnitor. If any Indemnitor fails to pay all or any part of any indemnification obligation on or before the later to occur of (x) 30 days after the last day of the applicable Response Period, and (y) if the Claim Notice relates to Damages that have not been liquidated as of the date of the Claim Notice, the date on which all or any part of such Damages shall have become liquidated and determined, then the Indemnitor shall also be obligated to pay to the Indemnitee interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate of ten percent.

General Indemnification Procedures. (a) 9.5.1 In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages claim or demand, including a third party claim or demand (including reasonable attorney fees) (collectively, with a Legal Proceeding, a "Claim") shall be asserted by any Person in respect to of which indemnification payment may be sought by such Party pursuant under Section 9.1 (regardless of the De Minimis Amount or the Deductible referred to this Article 6 and such Party desires to assert an indemnification claim hereunderabove), the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this Article 9 to be forwarded to the indemnifying party. Each Indemnitor Such notice shall identify specifically the basis under which indemnification is sought pursuant to whom a Section 9.1 and enclose true and correct copies of any and all written documents furnished to the indemnified party by the Person that instituted the Claim. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations Losses indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Indemnitor fails Claim which relates to give a any Losses indemnified against hereunder, it shall within ten (10) days (or sooner, if the nature of the Claim Response within so requires) notify the Response Period, such Indemnitor shall be deemed not indemnified party of its intent to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunderdo so. If any Indemnitor the indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnification indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification Losses under this Agreement, the Indemnitor indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party (i) if so requested by the indemnifying party to participate; (ii) if, in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the Indemnitee shall seek to resolve indemnifying party that would make such dispute through negotiations andseparate representation advisable; or (iii) if the indemnifying party does not, if such is not resolved within 20 days, in the Indemnitee may pursue an action or proceeding for the recovery reasonable opinion of the Damages claimed from indemnified party, based on the written advice of counsel, diligently conduct such defense; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any IndemnitorClaim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. The indemnified party shall promptly supply to the indemnifying party copies of all correspondence and documents relating to or in connection with such Claim and keep the indemnifying party fully informed of all developments relating to or in connection with such Claim (including, without limitation, providing to the indemnifying party on request updates and summaries as to the status thereof).

General Indemnification Procedures. (a) 12.4.1 In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages with claim or demand ("Claim") shall be asserted by any Person in respect to of which indemnification payment may be sought by such Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderunder Section 12.1, the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. Each Indemnitor Such notice shall identify specifically the basis under which indemnification is sought pursuant to whom a Section 12.1 and enclose true and correct copies of any and all written documents furnished to the indemnified party by the Person that instituted the Claim. Subject to Section 12.4.3, the indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations Losses indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Indemnitor fails Claim which relates to give a any Losses indemnified against hereunder, it shall within ten (10) days (or sooner, if the nature of the Claim Response within so requires) notify the Response Period, such Indemnitor shall be deemed not indemnified party of its intent to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunderdo so. If any Indemnitor the indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnification indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification Losses under this Agreement, the Indemnitor indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party (i) if so requested by the indemnifying party to participate, or (ii) if, in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the Indemnitee indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall seek not be required to resolve pay for more than one such dispute through negotiations andcounsel for all indemnified parties in connection with any Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, if negotiation or settlement of any such is not resolved within 20 daysClaim. The indemnified party shall promptly supply to the indemnifying party copies of all correspondence and documents relating to or in connection with such Claim and keep the indemnifying party fully informed of all developments relating to or in connection with such Claim (including, without limitation, providing to the Indemnitee may pursue an action or proceeding for indemnifying party on request updates and summaries as to the recovery of the Damages claimed from any Indemnitorstatus thereof).

General Indemnification Procedures. (a) In the event that any Party party incurs or suffers any Damages with respect to which indemnification may be sought by such Party party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderARTICLE XI, the Party party seeking indemnification (the “Indemnitee”"INDEMNITEE") must assert the claim by giving written notice (a “Claim Notice”"CLAIM NOTICE") to the Party or Parties, as the case may be, party from whom indemnification is sought (each an “Indemnitor”the "INDEMNITOR"), within the applicable time period described herein. The Claim Notice must state the nature nature, basis and basis amount (if known) of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim party claim, it must be accompanied by a copy of any written notice from the third party claimant. If the Claim Notice is being given by reason of any third party claim, it shall be given in a timely manner but in no event more than 30 days after the filing or other written assertion of any such claim against the Indemnitee, but the failure of the third person claimantIndemnitee to give the Claim Notice within such time period shall not relieve the Indemnitor of any liability for indemnification under this ARTICLE XI, except to the extent that the Indemnitor is actually prejudiced thereby. If the amount of the claim is not known at the time the Claim Notice is given, the Indemnitee shall also give notice of such amount to the Indemnitor at such time as the amount of the claim is reasonably ascertainable. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “Claim Response”"CLAIM RESPONSE") within 30 days (the “Response Period”"RESPONSE PERIOD") after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitor.received by

General Indemnification Procedures. (a) In the event that any Party incurs or suffers any Damages with respect to which indemnification may be sought by such Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunder, the Party The party seeking indemnification (the “Indemnitee”"Indemnified Party") must assert the claim by giving shall give written notice (a “Claim Notice”) to the Party party or Parties, as the case may be, parties from whom such indemnification is sought (each an “Indemnitor”)the "Indemnifying Party") of any claim or the commence- ment of any action, suit or proceeding in respect of which in- demnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request. Such notice shall be given within sixty (60) days of the applicable time period described hereinat which the Indemnified Party re- ceived notice of such claim, action, suit or proceeding; pro- vided, however, that failure to give such notice shall not re- lieve the Indemnifying Party of any liability hereunder except to the extent the Indemnifying Party has suffered actual damages thereby. The Claim Notice must state Indemnifying Party shall have the nature right to undertake, by counsel of its own choosing, at its expense, the defense of any such action, suit or proceeding involving a third party. The Indemnified Party shall have the right to employ its own counsel in any such action, but the fees and basis expenses of such counsel shall be at the sole expense of the claim Indemnified Party unless (i) the employment of counsel by the Indemnified Party has been authorized by the prior written consent of the Indemnifying Party or (ii) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any written time after receiving notice of the third person claimantcommencement of the action, in each of which cases the reasonable fees and expenses of counsel will be at the expense of the Indemnifying Party, and the Indemnifying Party shall reimburse or pay such fees and expenses as they are incurred. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether Whether or not the Indemnitor given Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the Claim Response disputes the claim described parties hereto shall cooperate in the Claim Notice defense or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Periodprosecution thereof and shall furnish such records, information and testimony, and attend such Indemnitor shall conferences, discovery proceedings, hearings, trials and appeals, as may be deemed not to dispute the claim described reasonably requested in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitorconnection therewith.

General Indemnification Procedures. (a) 7.6.1 In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages with claim or demand ("Claim") shall be asserted by any Person in respect to of which indemnification payment may be sought by such Party pursuant under Section 7.1 (regardless of the De Minimis Amount or the Deductible referred to this Article 6 and such Party desires to assert an indemnification claim hereunderabove), the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. Each Indemnitor Such notice shall identify specifically the basis under which indemnification is sought pursuant to whom a Section 7.1 and enclose true and correct copies of any and all written documents furnished to the indemnified party by the Person that instituted the Claim. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee Losses indemnified against hereunder; provided, however, the indemnified party shall have the right to approve any settlement (which approval shall not be unreasonably withheld, delayed or conditioned) to the extent that has given a such settlement involves an order, injuction, non-monetary equitable relief against the indemnified party which, if accepted, would materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the indemnified party. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim Notice which relates to any Losses indemnified against hereunder, it shall within ten (a “Claim Response”10) within 30 days (or sooner, if the “Response Period”) after the date that nature of the Claim Notice is given. Any Claim Response shall specify whether or not so requires) notify the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunderindemnified party of its intent to do so. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnification indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification Losses under this Agreement, the Indemnitor indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party (i) if so requested by the indemnifying party to participate or (ii) if, in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the Indemnitee indemnifying party that would make such separate representation advisable; and provided, further, that the indemnifying party shall seek not be required to resolve pay for more than one such dispute through negotiations and, if such is not resolved within 20 dayscounsel for all indemnified parties in connection with any Claim. Without limiting Section 8.5, the Indemnitee may pursue an action parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or proceeding for settlement of any such Claim. The indemnified party shall promptly supply to the recovery indemnifying party copies of all correspondence and documents relating to or in connection with such Claim and keep the indemnifying party fully informed of all developments relating to or in connection with such Claim (including, without limitation, providing to the indemnifying party on request updates and summaries as to the status thereof). Such cooperation with respect to any Claim shall also include the retention and the provision of records and information that are reasonably relevant to any such Claim (including, without limitation, all records and information relating to litigation cases listed on Schedule 3.17) and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, to the extent such information or explanation is readily available and within the control of the Damages claimed from party to which such request is made. The responsibility to retain records and information shall include the responsibility to (a) retain such records relating to a Claim as are required to be retained by any Indemnitorapplicable Law and (b) retain such records and information in machine-readable format where appropriate (to the extent such records and information are in such format as of the Closing Date) such that the requesting party shall be able to readily access such records and information.

General Indemnification Procedures. (a) A Person entitled to make a claim for indemnification under Section 6.1 (an "Indemnified Party") against a party (the "Indemnifying Party") required thereunder to indemnify such Indemnified Party not involving a claim or action by a third party shall give written notice of the assertion of such claim covered by such indemnity to the Indemnifying Party, which notice shall set forth in reasonable detail, the amount of such claim and a description of the basis for such claim with reference to the provision of this Agreement under which liability is asserted. In the event that any Party incurs suit, action or suffers proceedings shall be instituted by any Damages with third party or that any claim or demand shall be asserted by any third party in respect to of which indemnification may be sought by such under Section 6.1 (a "Third-Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderClaim"), the Indemnified Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any shall reasonably promptly cause written notice of the third person claimantassertion of such Third Party Claim of which it has knowledge to be forwarded to the Indemnifying Party. Each Indemnitor The Indemnifying Party shall have the right, at its sole option and expense, to whom a be represented by counsel of its choice and to defend against, negotiate, settle or otherwise take over control and deal with any Third-Party Claim, and if the Indemnifying Party elects to defend against, negotiate, settle or otherwise take over control and deal with any Third-Party Claim, the Indemnifying Party's choice of counsel must be reasonably satisfactory to the Indemnified Party, and the Indemnifying Party shall within twenty (20) days of such notice (or sooner, if the nature of the Third-Party Claim Notice is given shall respond so requires) notify the Indemnified Party of its intent to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunderdo so. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor Indemnifying Party elects not to dispute a claim defend against, negotiate, settle or otherwise take over control and deal with any Third-Party Claim, fails to notify the indemnification Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification Losses under this Agreement, the Indemnitor Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third-Party Claim; provided, that if the Indemnifying Party contests its obligations to indemnify the Indemnified Party, and if it is finally determined that any such Third-Party Claim was not a claim for which indemnification was available under this Section 6, the Indemnified Party shall reimburse the Indemnifying Party for any expenses advanced on its behalf; provided, further, that the Indemnified Party shall keep the Indemnifying Party fully informed of the facts of the Third-Party Claim and the Indemnitee progress of the defense thereof. If the Indemnified Party defends any Third-Party Claim, then the Indemnifying Party shall seek reimburse the Indemnified Party for the reasonable and documented expenses of defending such Third-Party Claim with respect to resolve such dispute through negotiations and, if such which it is not resolved within 20 daysentitled to be indemnified hereunder upon submission of periodic bills. If the Indemnifying Party shall assume the defense of any Third-Party Claim, the Indemnitee Indemnified Party may pursue an action participate, at his, her or proceeding for its own expense, in the recovery defense of such Third-Party Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Damages claimed from Indemnifying Party (as provided above) if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any IndemnitorThird-Party Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third-Party Claim.

General Indemnification Procedures. (a) In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages with claim or demand (“Claim”) shall be asserted or threatened by any Person in respect to of which indemnification payment may be sought under Section 10.1 (regardless of the Deductible or the Cap referred to above), or any Environmental Claim, Predecessor Environmental Liability or Asbestos Claim shall be asserted or threatened by such Party pursuant to this Article 6 and such Party desires to assert an any Person in respect of which payment may be sought under Section 10.3 (regardless of the applicability of the Environmental Deductible or the other limits on indemnification claim hereunderfor Environmental Claims, Predecessor Environmental Liability or Asbestos Claims set forth in Section 10.3(g) or (h)), the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. Each Indemnitor Such notice shall (i) identify specifically the basis under which indemnification is sought pursuant to whom a Sections 10.1 or 10.3, as applicable, (ii) identify the provision(s) of this Agreement applicable to, and upon which such indemnification claim is based and the facts surrounding the alleged breach or noncompliance by the indemnifying party of such provision(s), to the extent then known and (iii) enclose true and correct copies of any written document furnished to the indemnified party by the Person that instituted the Claim. The indemnified party shall thereafter provide the indemnifying party reasonable access to the books, records, properties and personnel of the indemnified party as it reasonably requests for the purpose of investigating such Claim; provided, however, that such investigation and examination shall be during regular business hours and under reasonable circumstances. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee Losses indemnified against hereunder, except that has given a (x) Sellers shall be required to defend against, negotiate, settle or otherwise deal with Asbestos Claims and (y) Purchaser shall be required to defend against, negotiate, settle or otherwise deal with the Claims specified in Section 10.1(b)(ix), provided that Purchaser shall not enter into any such settlement without the prior written consent of Invensys, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnifying party is obligated to or elects to defend against, negotiate, settle or otherwise deal with any Claim Notice which relates to any Losses indemnified against hereunder, it shall within thirty (a “Claim Response”30) within 30 days (or sooner, if the “Response Period”nature of the Claim so requires) after notify the date indemnified party of its intent to do so and will conduct the defense, negotiation and settlement of such Claim in good faith, in a reasonable manner, and consistent with its past practices; provided, that the indemnifying party shall not settle any such Claim Notice with respect to Predecessor Environmental Liabilities where there is given. Any Claim Response an admission of liability by a Company or Subsidiary without the consent of the Purchaser Indemnified Parties, which consent shall specify whether not be unreasonably withheld, conditioned or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunderdelayed. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder or fails to notify the indemnification for indemnified party of its election as herein provided, the indemnified party may defend against, negotiate, settle or otherwise deal with such claim as described Claim; provided, however, that if the indemnified party defends any Claim under such circumstances, the indemnified party shall not settle any Claim or make any admission of guilt or liability without the consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount defense of such claim Claim; provided, however, that such indemnified party shall be conclusively deemed entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if so requested by the indemnifying party to participate; provided, further, that the indemnifying party shall not be an obligation of required to pay for more than one such Indemnitor counsel for all indemnified parties in connection with any Claim; provided, further, that the foregoing shall not apply to Claims relating to Losses indemnified against hereunder pursuant to Section 10.1(b)(iii), (subject iv) or (vi) or 10.3(a)(ii), (iii) or (iv) defended by Sellers. With respect to any limitations claim involving (i) equitable relief restricting the operations of the Metering Business, (ii) any criminal liability against Purchaser, any Company or any Subsidiary or (iii) damages which would, together with damages awarded in any prior claims, exceed the applicable ceiling as set forth in Section 10.2(b) or 10.3(h), the indemnifying party shall not settle any Claim or make any admission of guilt without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. Whichever party defends against, negotiates, settles or otherwise described herein). If deals with any Indemnitor shall be obligated Claim which relates to indemnify an Indemnitee any Losses indemnified against hereunder, such Indemnitor party shall pay promptly supply to the other parties copies of all correspondence and documents relating to or in connection with such Indemnitee within 30 days after Claim and keep the last day other parties fully informed of all developments relating to or in connection with such Claim (including, without limitation, providing to the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute other parties, on request, updates and summaries as to the amount status thereof); provided, however, that the foregoing shall not apply to Claims relating to Losses indemnified against hereunder pursuant to Section 10.1(b)(iii), (iv) or manner of indemnification under this Agreement(vi) or 10.3(a)(ii), the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action (iii) or proceeding for the recovery of the Damages claimed from any Indemnitor(iv) defended by Sellers.

General Indemnification Procedures. (a) In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages with claim or demand (“Claim”) shall be asserted or threatened by any Person in respect to of which indemnification payment may be sought by such Party pursuant under Section 9.1 (regardless of the Deductible or the Cap referred to this Article 6 and such Party desires to assert an indemnification claim hereunderabove), the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. Each Indemnitor Such notice shall (i) identify specifically the basis under which indemnification is sought pursuant to whom a Section 9.1, (ii) identify the provision(s) of this Agreement applicable to, and upon which such indemnification claim is based and the facts surrounding the alleged breach or noncompliance by the indemnifying part of such provision(s), to the extent then known, and (iii) enclose true and correct copies of any written document furnished to the indemnified party by the Person that instituted the Claim. The indemnified party shall thereafter provide the indemnifying party reasonable access to the books, records, properties and personnel of the indemnified party as it reasonably requests for the purpose of investigating such Claim. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice (which shall be reasonably acceptable to the indemnified party) and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee that has given a Losses indemnified against hereunder. If the indemnifying party is obligated to or elects to defend against, negotiate, settle or otherwise deal with any Claim Notice (a “Claim Response”) which relates to any Losses indemnified against hereunder, it shall within 30 days (or sooner, if the “Response Period”) after the date that nature of the Claim Notice is given. Any so requires) notify the indemnified party of its intent to do so and will conduct the defense, negotiation and settlement of such Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereundergood faith, in a reasonable manner. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder or fails to notify the indemnification for indemnified party of its election as herein provided, the indemnified party may defend against, negotiate, settle or otherwise deal with such claim as described Claim; provided that if the indemnified party defends any Claim under such circumstances, the indemnified party shall not settle any Claim or make any admission of guilt or liability without the consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnifying party assumes the defense of any Claim, the indemnified party may participate, at his or its own expense, in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount defense of such claim Claim, provided that such indemnified party shall be conclusively deemed entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if so requested by the indemnifying party to participate; provided further that the indemnifying party shall not be an obligation of required to pay for more than one such Indemnitor (subject counsel for all indemnified parties in connection with any Claim. With respect to any limitations claim involving (i) equitable relief restricting the operations of the Businesses, (ii) any criminal liability against Purchaser or any Company, or (iii) damages which would, together with damages awarded in any prior claims, exceed the Cap, or (iv) which would materially adversely affect the business or reputation of the indemnified party, the indemnifying party shall not settle any Claim or make any admission of guilt without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. The parties shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. Whichever party defends against, negotiates, settles or otherwise described herein). If deals with any Indemnitor shall be obligated Claim which relates to indemnify an Indemnitee any Losses indemnified against hereunder, such Indemnitor party shall pay promptly supply to the other parties copies of all correspondence and documents relating to or in connection with such Indemnitee within 30 days after Claim and keep the last day other parties fully informed of all developments relating to or in connection with such Claim (including, without limitation, providing to the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute other parties, on request, updates and summaries as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitorstatus thereof).

General Indemnification Procedures. (a) In the event that any Party party incurs or suffers any Damages Losses with respect to which indemnification may be sought by such Party party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunder5, the Party party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, party from whom indemnification is sought (each an the “IndemnitorIndemnifying Party”), within the applicable time period described herein. The Claim Notice must state the nature nature, basis and basis amount (if known) of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim party claim, it must be accompanied by a copy of any written notice of the third person party claimant. If the Claim Notice is being given by reason of any third party claim, it shall be given in a timely manner but in no event more than 30 days after the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Claim Notice within such time period shall not relieve the Indemnifying Party of any liability for indemnification under this Article, except to the extent that the Indemnifying Party is prejudiced thereby. If the amount of the claim is not known at the time the Claim Notice is given, the Indemnitee shall also give notice of such amount to the Indemnifying Party at such time as the amount of the claim is reasonably ascertainable. Each Indemnitor Indemnifying Party to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is givenreceived by Indemnifying Party. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response Indemnifying Party disputes the claim described in the Claim Notice in whole or disputes Indemnitor’s alleged indemnification obligations hereunderin part. If any Indemnitor Indemnifying Party fails to give a Claim Response within the Response Period, such Indemnitor Indemnifying Party shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor Indemnifying Party elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject Indemnifying Party. Subject to the applicable limitations set forth in this Article 5, if any limitations otherwise described herein). If any Indemnitor Indemnifying Party shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor Indemnifying Party shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period (or at such later time as the amount is ascertainable) the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitor.

General Indemnification Procedures. (a) 9.6.1 In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages with claim or demand ("Claim") shall be asserted by any Person in respect to of which indemnification payment may be sought by such Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderunder Section 9.1 (regardless of the De Minimis Amount, the Party seeking indemnification (Deductible, or the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) Environmental Deductible referred to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”above), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. Each Indemnitor Such notice shall identify specifically the basis under which indemnification is sought pursuant to whom a Section 9.1 and enclose true and correct copies of any and all written documents furnished to the indemnified party by the Person that instituted the Claim. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations Losses indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Indemnitor fails Claim which relates to give a any Losses indemnified against hereunder, it shall within ten (10) days (or sooner, if the nature of the Claim Response within so requires) notify the Response Period, such Indemnitor shall be deemed not indemnified party of its intent to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunderdo so. If any Indemnitor the indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnification indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification Losses under this Agreement, the Indemnitor indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party (a) if so requested by the indemnifying party to participate or (b) if, in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the Indemnitee shall seek indemnifying party that would make such separate representation necessary to resolve such dispute through negotiations and, if such is not resolved within 20 days, adequately protect the Indemnitee may pursue an action or proceeding for the recovery interest of the Damages claimed from indemnified party; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any IndemnitorClaim. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. The indemnified party shall promptly supply to the indemnifying party copies of all correspondence and documents relating to or in connection with such Claim and keep the indemnifying party fully informed of all developments relating to or in connection with such Claim (including providing to the indemnifying party on request updates and summaries as to the status thereof).

General Indemnification Procedures. (a) In the event that any Party party incurs or suffers any Damages Losses with respect to which indemnification may be sought by such Party party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunder13, the Party party seeking indemnification (the “"Indemnitee”") must assert the claim by giving written notice (a “"Claim Notice”") to the Party or Parties, as the case may be, party from whom indemnification is sought (each an “Indemnitor”the "Indemnifying Party"), within the applicable time period described herein. The Claim Notice must state the nature nature, basis and basis amount (if known) of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim party claim, it must be accompanied by a copy of any written notice of the third person party claimant. If the Claim Notice is being given by reason of any third party claim, it shall be given in a timely manner but in no event more than 30 days after the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Claim Notice within such time period shall not relieve the Indemnifying Party of any liability for indemnification under this Article 13, except to the extent that the Indemnifying Party is prejudiced thereby. If the amount of the claim is not known at the time the Claim Notice is given, the Indemnitee shall also give notice of such amount to the Indemnifying Party at such time as the amount of the claim is reasonably ascertainable. Each Indemnitor Indemnifying Party to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitor.received by

General Indemnification Procedures. (a) In Subject to Section 11.5(e), in the event that any Legal Proceedings shall be instituted or that any claim or demand shall be asserted by any Third Party incurs or suffers any Damages with (a "Third Party Claim") in respect to of which indemnification may be sought by such Party pursuant to this Article 6 under Section 11.2, any indemnified party shall reasonably and such Party desires to assert an indemnification claim hereunder, the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Third Party Claim of which it has or obtains knowledge which is covered by this indemnity to be forwarded to the indemnifying party. Each Indemnitor Such notice shall identify specifically the basis under which indemnification is sought pursuant to whom a Claim Notice is given Section 11.2 and enclose true and correct copies of any written document furnished to the indemnified party by the Person that instituted the Third Party Claim. The indemnifying party shall respond have the right to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is givendefend against, negotiate or otherwise deal with such Third Party Claim. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described The indemnified party may, at its own cost, participate in the Claim Notice investigation, trial and defense of such claim, any lawsuit or disputes Indemnitor’s alleged indemnification obligations hereunderaction arising therefrom and any appeal thereof; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party, but the indemnifying party shall not be liable for the reasonable fees and expenses of more than one separate counsel (and one local counsel in each applicable jurisdiction other than the jurisdiction in which the primary claim, lawsuit or action is being conducted). If any Indemnitor the indemnifying party fails to give a Claim Response within assume the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount defense of such claim within thirty (30) days after receipt of the notice of a Third Party Claim (or such earlier date, if the failure to assume the defense on such earlier date would materially impair the ability of such indemnified party to defend such claim), or if the indemnifying party fails to diligently conduct the defense of such claims, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim (all at the cost and expense of the indemnifying party) and the indemnifying party shall have the right to participate therein at its own cost. If the indemnifying party is the Representative, acting on behalf of the Equity Holders hereunder, and has assumed the obligation to defend, negotiate, settle or otherwise deal with such Third Party Claim, all expenses incurred by the Representative in defending against, negotiating, settling or otherwise dealing with such Third Party Claim shall be conclusively deemed paid out of the Indemnity Escrow Account established therefor under the Escrow Agreement and, to be an obligation the extent that there are sufficient funds in the Indemnity Escrow Account, the Representative and Buyer shall instruct the Escrow Agent to make the required payment to the indemnifying party out of the Indemnity Escrow Account and, to the extent that there are insufficient funds in the Indemnity Escrow Account, such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor expenses shall be obligated paid by Buyer. The parties hereto agree to indemnify an Indemnitee hereundercooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnitor shall pay to Third Party Claim; provided, that such Indemnitee within 30 days after cooperation will not unduly disrupt the last day operations of the applicable Response Period business of the amount Buyer Indemnified Party (other than the Surviving Corporation and its Subsidiaries) or cause the Buyer Indemnified Party (other than the Surviving Corporation and its Subsidiaries) to which breach any confidentiality obligations owed to third parties. The party defending such Indemnitee Third Party Claim shall be entitled. If there shall be a dispute promptly supply to the other party copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the other party fully informed of all developments relating to or in connection with such Third Party Claim (including, without limitation, providing to the other party on request updates and summaries as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitorstatus thereof).

General Indemnification Procedures. (a) In the event that any Party party incurs or suffers any Damages with respect to which indemnification may be sought by such Party party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderX, the Party party seeking indemnification (the “"Indemnitee”") must assert the claim by giving written notice (a “"Claim Notice”") to the Party or Parties, as the case may be, party from whom indemnification is sought (each an “the "Indemnitor”"), within the applicable time period described herein. The Claim Notice must state the nature nature, basis and basis amount (if known) of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim party claim, it must be accompanied by a copy of any written notice of the third person party claimant. If the Claim Notice is being given by reason of any third party claim, it shall be given in a timely manner but in no event more than 30 days after the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Claim Notice within such time period shall not relieve the Indemnitor of any liability for indemnification under this Article X, except to the extent that the Indemnitor is prejudiced thereby. If the amount of the claim is not known at the time the Claim Notice is given, the Indemnitee shall also give notice of such amount to the Indemnitor at such time as the amount of the claim is reasonably ascertainable. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the date that the Claim Notice is givenreceived by Indemnitor. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunderNotice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, in whole or it indemnification obligations hereunderin part. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein)Indemnitor. If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period (or at such later time as the amount is ascertainable) the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such dispute is not resolved within 20 days, the Indemnitee may pursue an action or proceeding whatever legal remedies may be available for the recovery of the Damages claimed from any Indemnitor. If any Indemnitor fails to pay all or any part of any indemnification obligation on or before the later to occur of (x) 30 days after the last day of the applicable Response Period, and (y) if the Claim Notice relates to Damages that have not been liquidated as of the date of the Claim Notice, the date on which all or any part of such Damages shall have become liquidated and determined, then the Indemnitor shall also be obligated to pay to the Indemnitee interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate of ten percent.

General Indemnification Procedures. (a) In the event that any Party party incurs or suffers any Damages with respect to which indemnification may be sought by such Party party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderVII, the Party party seeking indemnification (the “"Indemnitee”") must assert the claim by giving written notice (a “"Claim Notice”") to the Party or Parties, as the case may be, party from whom indemnification is sought (each an “the "Indemnitor”"), within the applicable time period described herein. The Claim Notice must state the nature nature, basis and basis amount (if known) of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim party claim, it must be accompanied by a copy of any written notice of the third person party claimant. If the Claim Notice is being given by reason of any third party claim, it shall be given in a timely manner but in no event more than 30 days after the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Claim Notice within such time period shall not relieve the Indemnitor of any liability for indemnification under this Article VII, except to the extent that the Indemnitor is prejudiced thereby. If the amount of the claim is not known at the time the Claim Notice is given, the Indemnitee shall also give notice of such amount to the Indemnitor at such time as the amount of the claim is reasonably ascertainable. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the date that the Claim Notice is givenreceived by Indemnitor. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice in whole or disputes Indemnitor’s alleged indemnification obligations hereunderin part. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein)Indemnitor. If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period (or at such later time as the amount is ascertainable) the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such dispute is not resolved within 20 days, the Indemnitee may pursue an action or proceeding whatever legal remedies may be available for the recovery of the Damages claimed from any Indemnitor. If any Indemnitor fails to pay all or any part of any indemnification obligation on or before the later to occur of (x) 30 days after the last day of the applicable Response Period, and (y) if the Claim Notice relates to Damages that have not been liquidated as of the date of the Claim Notice, the date on which all or any part of such Damages shall have become liquidated and determined, then the Indemnitor shall also be obligated to pay to the Indemnitee interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate of ten percent.

General Indemnification Procedures. (a) In the event that any Party party incurs or suffers any Damages with respect to which indemnification may be sought by such Party party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderX, the Party party seeking indemnification (the “"Indemnitee”") must assert the claim by giving written notice (a “"Claim Notice”") to the Party or Parties, as the case may be, party from whom indemnification is sought (each an “the "Indemnitor”"), within the applicable time period described herein. The Claim Notice must state the nature nature, basis and basis amount (if known) of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim party claim, it must be accompanied by a copy of any written notice of the third person party claimant. If the Claim Notice is being given by reason of any third party claim, it shall be given in a timely manner but in no event more than 30 days after the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Claim Notice within such time period shall not relieve the Indemnitor of any liability for indemnification under this Article X, except to the extent that the Indemnitor is prejudiced thereby. If the amount of the claim is not known at the time the Claim Notice is given, the Indemnitee shall also give notice of such amount to the Indemnitor at such time as the amount of the claim is reasonably ascertainable. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the date that the Claim Notice is givenreceived by Indemnitor. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunderNotice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, in whole or it indemnification obligations hereunderin part. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein)Indemnitor. If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period (or at such later time as the amount is ascertainable) the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such dispute is not resolved within 20 days, the Indemnitee may pursue an action or proceeding whatever legal remedies may be available for the recovery of the Damages claimed from any Indemnitor. If any Indemnitor fails to pay all or any part of any indemnification obligation on or before the later to occur of (x) 30 days after the last day of the applicable Response Period, and (y) if the Claim Notice relates to Damages that have not been liquidated as of the date of the Claim Notice, the date on which all or any part of such Damages shall have become liquidated and determined, then the Indemnitor shall also be obligated to pay to the Indemnity interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate of ten percent.

General Indemnification Procedures. (a) 9.5.1 In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages claim or demand, including a third party claim or demand (including reasonable attorney fees) (collectively, with a Legal Proceeding, a “Claim”) shall be asserted by any Person in respect to of which indemnification payment may be sought by such Party pursuant under Section 9.1 (regardless of the De Minimis Amount or the Deductible referred to this Article 6 and such Party desires to assert an indemnification claim hereunderabove), the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this Article 9 to be forwarded to the indemnifying party. Each Indemnitor Such notice shall identify specifically the basis under which indemnification is sought pursuant to whom a Section 9.1 and enclose true and correct copies of any and all written documents furnished to the indemnified party by the Person that instituted the Claim. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations Losses indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Indemnitor fails Claim which relates to give a any Losses indemnified against hereunder, it shall within ten (10) days (or sooner, if the nature of the Claim Response within so requires) notify the Response Period, such Indemnitor shall be deemed not indemnified party of its intent to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunderdo so. If any Indemnitor the indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnification indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification Losses under this Agreement, the Indemnitor indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party (i) if so requested by the indemnifying party to participate; (ii) if, in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the Indemnitee shall seek to resolve indemnifying party that would make such dispute through negotiations andseparate representation advisable; or (iii) if the indemnifying party does not, if such is not resolved within 20 days, in the Indemnitee may pursue an action or proceeding for the recovery reasonable opinion of the Damages claimed from indemnified party, based on the written advice of counsel, diligently conduct such defense; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any IndemnitorClaim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. The indemnified party shall promptly supply to the indemnifying party copies of all correspondence and documents relating to or in connection with such Claim and keep the indemnifying party fully informed of all developments relating to or in connection with such Claim (including, without limitation, providing to the indemnifying party on request updates and summaries as to the status thereof).

General Indemnification Procedures. (a) In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages with claim or demand ("Claim") shall be asserted or threatened by any Person in respect to of which indemnification payment may be sought by such Party pursuant under Section 9.1 (regardless of the Deductible or the Cap referred to this Article 6 and such Party desires to assert an indemnification claim hereunderabove), the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. Each Indemnitor Such notice shall (i) identify specifically the basis under which indemnification is sought pursuant to whom a Section 9.1, (ii) identify the provision(s) of this Agreement applicable to, and upon which such indemnification claim is based and the facts surrounding the alleged breach or noncompliance by the indemnifying part of such provision(s), to the extent then known, and (iii) enclose true and correct copies of any written document furnished to the indemnified party by the Person that instituted the Claim. The indemnified party shall thereafter provide the indemnifying party reasonable access to the books, records, properties and personnel of the indemnified party as it reasonably requests for the purpose of investigating such Claim. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice (which shall be reasonably acceptable to the indemnified party) and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee that has given a Losses indemnified against hereunder. If the indemnifying party is obligated to or elects to defend against, negotiate, settle or otherwise deal with any Claim Notice (a “Claim Response”) which relates to any Losses indemnified against hereunder, it shall within 30 days (or sooner, if the “Response Period”) after the date that nature of the Claim Notice is given. Any so requires) notify the indemnified party of its intent to do so and will conduct the defense, negotiation and settlement of such Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereundergood faith, in a reasonable manner. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder or fails to notify the indemnification for indemnified party of its election as herein provided, the indemnified party may defend against, negotiate, settle or otherwise deal with such claim as described Claim; provided that if the indemnified party defends any Claim under such circumstances, the indemnified party shall not settle any Claim or make any admission of guilt or liability without the consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnifying party assumes the defense of any Claim, the indemnified party may participate, at his or its own expense, in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount defense of such claim Claim, provided that such indemnified party shall be conclusively deemed entitled to participate in any such defense with separate counsel at the expense of the indemnifying party if so requested by the indemnifying party to participate; provided further that the indemnifying party shall not be an obligation of required to pay for more than one such Indemnitor (subject counsel for all indemnified parties in connection with any Claim. With respect to any limitations claim involving (i) equitable relief restricting the operations of the Businesses, (ii) any criminal liability against Purchaser or any Company, or (iii) damages which would, together with damages awarded in any prior claims, exceed the Cap, or (iv) which would materially adversely affect the business or reputation of the indemnified party, the indemnifying party shall not settle any Claim or make any admission of guilt without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. The parties shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. Whichever party defends against, negotiates, settles or otherwise described herein). If deals with any Indemnitor shall be obligated Claim which relates to indemnify an Indemnitee any Losses indemnified against hereunder, such Indemnitor party shall pay promptly supply to the other parties copies of all correspondence and documents relating to or in connection with such Indemnitee within 30 days after Claim and keep the last day other parties fully informed of all developments relating to or in connection with such Claim (including, without limitation, providing to the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute other parties, on request, updates and summaries as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitorstatus thereof).

General Indemnification Procedures. (a) 9.6.1 In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages with claim or demand (“Claim”) shall be asserted by any Person in respect to of which indemnification payment may be sought by such Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderunder Section 9.1 (regardless of the De Minimis Amount, the Party seeking indemnification (Deductible, or the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) Environmental Deductible referred to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”above), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. Each Indemnitor Such notice shall identify specifically the basis under which indemnification is sought pursuant to whom a Section 9.1 and enclose true and correct copies of any and all written documents furnished to the indemnified party by the Person that instituted the Claim. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations Losses indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Indemnitor fails Claim which relates to give a any Losses indemnified against hereunder, it shall within ten (10) days (or sooner, if the nature of the Claim Response within so requires) notify the Response Period, such Indemnitor shall be deemed not indemnified party of its intent to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunderdo so. If any Indemnitor the indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnification indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification Losses under this Agreement, the Indemnitor indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party (a) if so requested by the indemnifying party to participate or (b) if, in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the Indemnitee shall seek indemnifying party that would make such separate representation necessary to resolve such dispute through negotiations and, if such is not resolved within 20 days, adequately protect the Indemnitee may pursue an action or proceeding for the recovery interest of the Damages claimed from indemnified party; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any IndemnitorClaim. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. The indemnified party shall promptly supply to the indemnifying party copies of all correspondence and documents relating to or in connection with such Claim and keep the indemnifying party fully informed of all developments relating to or in connection with such Claim (including providing to the indemnifying party on request updates and summaries as to the status thereof).

General Indemnification Procedures. (a) 9.5.1 In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages claim or demand, including a third party claim or demand (including reasonable attorney fees) (collectively, with a Legal Proceeding, a "Claim") shall be asserted by any Person in respect to of which indemnification payment may be sought by such Party pursuant under Section 9.1 (regardless of the De Minimis Amount or the Deductible referred to this Article 6 and such Party desires to assert an indemnification claim hereunderabove), the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this Article 9 to be forwarded to the indemnifying party. Each Indemnitor Such notice shall identify specifically the basis under which indemnification is sought pursuant to whom a Section 9.1 and enclose true and correct copies of any written document furnished to the indemnified party by the Person that instituted the Claim. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations Losses indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Indemnitor fails Claim which relates to give a any Losses indemnified against hereunder, it shall within ten (10) days (or sooner, if the nature of the Claim Response within so requires) notify the Response Period, such Indemnitor shall be deemed not indemnified party of its intent to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunderdo so. If any Indemnitor the indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnification indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification Losses under this Agreement, the Indemnitor indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; provided, however, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party: (i) if so requested by the indemnifying party to participate; (ii) if, in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the Indemnitee indemnifying party that would make such separate representation advisable; or (iii) if the indemnifying party does not, in the reasonable opinion of the indemnified party, based on the written advice of counsel, diligently conduct such defense; and provided, further, that the indemnifying party shall seek not be required to resolve pay for more than one such dispute through negotiations andcounsel for all indemnified parties in connection with any Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. The indemnified party shall promptly supply to the indemnifying party copies of all correspondence and documents relating to or in connection with such Claim and keep the indemnifying party fully informed of all developments relating to or in connection with such Claim (including, without limitation, providing to the indemnifying party on request updates and summaries as to the status thereof). If the indemnifying party assumes the defense of a Claim, (i) no compromise or settlement of such Claim may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other Claims made against the indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (ii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, if such an indemnified party determines in good faith that there is not resolved within 20 daysa reasonable probability that a Claim may adversely affect it or its Affiliates other than as a result of monetary damages, the Indemnitee indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Claim, but the indemnifying party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitornot be unreasonably withheld).

General Indemnification Procedures. (a) In the event that any Party party incurs or suffers any Damages with respect to which indemnification may be sought by such Party party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderVII, the Party party seeking indemnification (the “"Indemnitee”") must assert the claim by giving written notice (a “"Claim Notice”") to the Party or Parties, as the case may be, party from whom indemnification is sought (each an “the "Indemnitor”"), within the applicable time period described herein. The Claim Notice must state the nature nature, basis and basis amount (if known) of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim party claim, it must be accompanied by a copy of any written notice of the third person party claimant. If the Claim Notice is being given by reason of any third party claim, it shall be given in a timely manner but in no event more than 30 days after the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Claim Notice within such time period shall not relieve the Indemnitor of any liability for indemnification under this Article VII, except to the extent that the Indemnitor is prejudiced thereby. If the amount of the claim is not known at the time the Claim Notice is given, the Indemnitee shall also give notice of such amount to the Indemnitor at such time as the amount of the claim is reasonably ascertainable. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “"Claim Response”") within 30 90 days (the “"Response Period”") after the date that the Claim Notice is givenreceived by Indemnitor. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice in whole or disputes Indemnitor’s alleged indemnification obligations hereunderin part. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of 75 82 such Indemnitor (subject to any limitations otherwise described herein)Indemnitor. If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period (or at such later time as the amount is ascertainable) the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such dispute is not resolved within 20 days, the Indemnitee may pursue an action or proceeding whatever legal remedies may be available for the recovery of the Damages claimed from any Indemnitor. If any Indemnitor fails to pay all or any part of any indemnification obligation on or before the later to occur of (x) 30 days after the last day of the applicable Response Period, and (y) if the Claim Notice relates to Damages that have not been liquidated as of the date of the Claim Notice, the date on which all or any part of such Damages shall have become liquidated and determined, then the Indemnitor shall also be obligated to pay to the Indemnitee interest on the unpaid amount for each day during which the obligation remains unpaid at an annual rate of LIBOR plus 1%.

General Indemnification Procedures. (a) 9.5.1 In the event that any Party incurs Legal Proceedings shall be instituted or suffers any Damages with claim or demand ("CLAIM") shall be asserted by any third party in respect to of which indemnification payment may be sought by such Party pursuant under Section 9.1 (regardless of the De Minimis Amount or the Basket referred to this Article 6 and such Party desires to assert an indemnification claim hereunderabove), the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”), within the applicable time period described herein. The Claim Notice must state the nature indemnified party shall reasonably and basis of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied by a copy of any promptly cause written notice of the third person claimantassertion of any Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. Each Indemnitor Such notice shall identify specifically the basis under which 51 indemnification is sought pursuant to whom a Section 9.1 and enclose true and correct copies of any written document furnished to the indemnified party by the Person that instituted the Claim. The indemnifying party shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim Notice is given shall respond which relates to any Indemnitee that has given a Losses indemnified against hereunder; PROVIDED, HOWEVER, the indemnifying party shall not settle any Claim Notice without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, it shall within ten (a “Claim Response”10) within 30 days (or sooner, if the “Response Period”) after the date that nature of the Claim Notice is given. Any Claim Response shall specify whether or not so requires) notify the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunderindemnified party of its intent to do so. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor indemnifying party elects not to dispute a claim defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnification indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification Losses under this Agreement, the Indemnitor indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the reasonable expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at his or its own expense, in the defense of such Claim; PROVIDED, HOWEVER, that such indemnified party shall be entitled to participate in any such defense with separate counsel at the expense of the indemnifying party (i) if so requested by the indemnifying party to participate or (ii) if, in the reasonable opinion of counsel to the indemnified party, a conflict or potential conflict exists between the indemnified party and the Indemnitee indemnifying party that would make such separate representation advisable; and PROVIDED, FURTHER, that the indemnifying party shall seek not be required to resolve pay for more than one such dispute through negotiations andcounsel for all indemnified parties in connection with any Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, if negotiation or settlement of any such is not resolved within 20 daysClaim. The indemnified party shall promptly supply to the indemnifying party copies of all correspondence and documents relating to or in connection with such Claim and keep the indemnifying party reasonably informed of all developments relating to or in connection with such Claim (including, without limitation, providing to the Indemnitee may pursue an action or proceeding for indemnifying party on request updates and summaries as to the recovery of the Damages claimed from any Indemnitorstatus thereof).

General Indemnification Procedures. (a) In the event that any Party party incurs or suffers any Damages Losses with respect to which indemnification may be sought by such Party party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunder13, the Party party seeking indemnification (the “"Indemnitee”") must assert the claim by giving written notice (a “"Claim Notice”") to the Party or Parties, as the case may be, party from whom indemnification is sought (each an “Indemnitor”the "Indemnifying Party"), within the applicable time period described herein. The Claim Notice must state the nature nature, basis and basis amount (if known) of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim party claim, it must be accompanied by a copy of any written notice of the third person party claimant. If the Claim Notice is being given by reason of any third party claim, it shall be given in a timely manner but in no event more than 30 days after the filing or other written assertion of any such claim against the Indemnitee, but the failure of the Indemnitee to give the Claim Notice within such time period shall not relieve the Indemnifying Party of any liability for indemnification under this Article 13, except to the extent that the Indemnifying Party is prejudiced thereby. If the amount of the claim is not known at the time the Claim Notice is given, the Indemnitee shall also give notice of such amount to the Indemnifying Party at such time as the amount of the claim is reasonably ascertainable. Each Indemnitor Indemnifying Party to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice (a “"Claim Response”") within 30 days (the “"Response Period”") after the date that the Claim Notice is givenreceived by Indemnifying Party. Any Claim Response shall specify whether or not the Indemnitor Indemnifying Party given the Claim Response disputes the claim described in the Claim Notice in whole or disputes Indemnitor’s alleged indemnification obligations hereunderin part. If any Indemnitor Indemnifying Party fails to give a Claim Response within the Response Period, such Indemnitor Indemnifying Party shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor Indemnifying Party elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject Indemnifying Party. Subject to the applicable limitations set forth in this Article 13, if any limitations otherwise described herein). If any Indemnitor Indemnifying Party shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor Indemnifying Party shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period (or at such later time as the amount is ascertainable) the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor Indemnifying Party and the Indemnitee shall seek to resolve such dispute through negotiations andas provided in Section 6 of Exhibit B to this Master Agreement. If any Indemnifying Party fails to pay all or any part of any indemnification obligation on or before the later to occur of (x) 30 days after the last day of the applicable Response Period, and (y) if such is the Claim Notice relates to Losses that have not resolved within 20 daysbeen liquidated as of the date of the Claim Notice, the date on which all or any part of such Losses shall have become liquidated and determined, then the Indemnifying Party shall also be obligated to pay to the Indemnitee may pursue interest on the unpaid amount for each day during which the obligation remains unpaid at an action or proceeding for the recovery annual rate of the Damages claimed from any Indemnitorten percent.

General Indemnification Procedures. (a) In the event that If a Party or any Party incurs of its Affiliates or suffers any Damages with respect to which indemnification may be sought by such Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereundertheir respective employees or agents (collectively, the Party seeking indemnification (the “Indemnitee”) must assert intends to claim indemnification under Section 11.2 or 11.3, the claim by giving written notice Indemnitee shall promptly notify the other Party (a “Claim Notice”) to the Party or Parties, as the case may be, from whom indemnification is sought (each an “Indemnitor”)) of any loss, within claim, damage, liability or action in respect of which the applicable time period described hereinIndemnitee intends to claim such indemnification, and the Indemnitor shall assume the defense thereof with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The Claim Notice must state Indemnitor shall have the nature and basis right to settle or compromise any claims for which it is providing indemnification under this Section 11.3; provided that the consent of the claim Indemnitee (which shall not be unreasonably withheld or delayed) shall be required in the event any such settlement or compromise would adversely affect the interests of the Indemnitee. The indemnity agreement in this Section 11.3 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnitor. The failure to deliver notice to the Indemnitor within a reasonable detail based on time after the information available commencement of any such action, if prejudicial to the Indemnitor’s ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee andunder this Section 11.3 resulting from such failure, if but the Claim Notice is being given with respect omission so to a third person claim must be accompanied by a copy deliver notice to the Indemnitor will not relieve it of any written notice of the third person claimant. Each Indemnitor to whom a Claim Notice is given shall respond liability that it may have to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for such claim as described in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification than under this AgreementSection 11.3. The Indemnitee under this Section 11.3, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the Indemnitee shall seek to resolve such dispute through negotiations andinvestigation of any action, if such is not resolved within 20 days, the Indemnitee may pursue an action claim or proceeding for the recovery of the Damages claimed from any Indemnitorliability covered by this indemnification.

General Indemnification Procedures. (a) In the event that any Party incurs or suffers any Damages with respect to which A Person seeking indemnification may be sought by such Party pursuant to this Article 6 and such Party desires to assert XII (an indemnification claim hereunder, the Party seeking indemnification (the “IndemniteeIndemnified Party”) must assert the claim by giving written shall give prompt notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom such indemnification is sought (each an the “IndemnitorIndemnifying Party”), within the applicable time period described herein. The Claim Notice must state the nature and basis ) of the commencement or assertion of any Third Party Claim (which in no event includes any claim by any Biodesix Party or any AVEO Party) in reasonable detail based on respect of which indemnity may be sought hereunder, shall give the Indemnifying Party such information available to the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied any indemnified matter as the Indemnifying Party may reasonably request, and shall not make any admission concerning any Third Party Claim, unless such admission is required by a copy applicable Law or legal process, including in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party or the failure to give such notice shall relieve the Indemnifying Party of any written notice liability hereunder only to the extent that the ability of the third person claimant. Each Indemnitor Indemnifying Party to whom a defend such Third Party Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice prejudiced thereby (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claim Notice is given. Any Claim Response shall specify whether and no admission required by applicable Law or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunder. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor legal process shall be deemed to result in prejudice). The Indemnifying Party shall assume and conduct the defense of such Third Party Claim, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Subject to the initial and continuing satisfaction of the terms and conditions of this Article XII, the Indemnifying Party shall have full control of such Third Party Claim, including settlement negotiations and any legal proceedings. If the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Section 12.3, the Indemnified Party may defend the Third Party Claim. If both Parties are Indemnifying Parties with respect to dispute the claim described same Third Party Claim, the Parties shall determine by mutual agreement, within twenty (20) days following their receipt of notice of commencement or assertion of such Third Party Claim (or such lesser period of time as may be required to respond properly to such claim), which Party shall assume the lead role in the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not defense thereof Should the Indemnifying Parties be unable to dispute a claim or mutually agree on which of them shall assume the indemnification for such claim as described lead role in a Claim Notice, whether by failing to give a timely Claim Response or otherwise, then the amount defense of such claim Third Party Claim, both Indemnifying Parties shall be conclusively deemed entitled to be an obligation participate in such defense through counsel of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as to the amount or manner of indemnification under this Agreement, the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitortheir respective choosing.