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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim.

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 immediately preceding sentence), but may not enter into any settlement or consent to any judgment with respect to such Third Party Claim without Eyetech's prior written consent if either (x) such settlement or judgment would, taking into account the indemnification provisions of Section 12.6(b), impose more than $[**] in liability on Eyetech or (y) such settlement or judgment would, 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 Eyetech. (b) The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), 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 at its own expense (subject to the immediately succeeding sentence), the defense of 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 Third Party Claim which the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute other is defending as to the amount or manner of indemnification under provided in this Agreement. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred, without its consent, by the Indemnitor and Indemnified Party where 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or is under the control of the Indemnitee Indemnifying Party; provided, however, that would if the Indemnifying Party fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (c) The Indemnifying Party, if it shall have bearing on assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such claimThird Party Claim to the extent such Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party. No Party shall, without the prior written consent of the other Party, enter into any compromise or settlement which commits the other Party to take, or to forbear to take, any action. (d) Whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all the Parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (e) The Indemnified Party shall use commercially reasonable efforts to pursue all rights and remedies available in order to minimize the Losses for which indemnification is provided to the Indemnified Party under this Article 12. Any indemnification hereunder shall be made net of any insurance proceeds recovered by the Indemnified Party from unaffiliated third parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this Article 12, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such indemnification payment) to the Indemnifying Party. (f) The Parties agree and acknowledge that the provisions of this Article 12 represent the Indemnified Party's exclusive recourse with respect to any Losses for which indemnification is provided to the Indemnified Party under this Article 12.

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. (b) The Indemnitee Party not managing the defense of a Third-Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor all information and documentation reasonably requested and necessary to support and verify immediately succeeding sentence), the defense. The Indemnifying Party shall not be liable for any Damages that litigation cost or expense incurred, without its consent, by the Indemnitee believes give rise to Indemnified Party where the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of the Indemnitee Indemnifying Party; provided, however, that would have bearing on if the Indemnifying Party fails to take reasonable steps necessary to defend such claimThird-Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (c) The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against the Indemnified Party arising from, any Third-Party Claim to the extent such Third-Party Claim involves equitable or other non-monetary relief from the Indemnified Party. No Party shall, without the prior written consent of the other Party, enter into any compromise or settlement that commits the other Party to take, or to forbear to take, any action. (d) The Parties shall cooperate in the defense or prosecution of any Third-Party Claim and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (e) Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this Article VIII, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party. (f) The Parties agree and acknowledge that the provisions of this Article VIII represent the Indemnified Party’s exclusive recourse with respect to any Losses for which indemnification is provided to the Indemnified Party under this Article VIII.

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 the claim is made, the facts giving rise to an alleged basis for the claim, and the amount of the liability asserted against the Indemnifying Party by reason of the claim. (b) All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be sought by a liability of, and shall be paid by, the Indemnifying Party; provided, however, that the amount of such expenses shall be a liability of the Indemnifying Party pursuant hereunder, subject to the limitations set forth in this Article 6 VII. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold the Indemnified Party harmless from and against any third-party claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including without limitation, attorney's fees and court costs) incurred by the Indemnify Party in its defense of the third-party claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, except as hereinafter provided, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings. (c) If the Indemnified Party desires to assert an indemnification participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense. The Indemnified Party shall not settle a claim hereunderor demand without the consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not, without the Party seeking indemnification (prior written consent of the “Indemnitee”) must assert Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the claim by giving written notice (imposition of a “Claim Notice”) to consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified 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 subsidiary or not the Indemnitor given the Claim Response disputes the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunderAffiliate thereof. 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 defend the Indemnified Party against such claim or the indemnification for such claim as described in a Claim Noticedemand, whether by failing to give a not giving the Indemnified Party timely Claim Response notice as provided above or otherwise, then the amount of any such claim shall or demand, or, if the same 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 hereundercontested by the Indemnified Party, such Indemnitor shall pay to such Indemnitee within 30 days after the last day of the applicable Response Period the amount then that portion thereof as to which such Indemnitee defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be entitled. If there shall be a dispute as the liability of the Indemnifying Party hereunder, subject to the amount or manner of indemnification under limitations set forth in 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 IndemnitorArticle VII. (bd) The Indemnitee To the extent the Indemnifying Party shall provide control or participate in the defense or settlement of any third-party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the Indemnitor employees and counsel of the Indemnified Party. (e) Whether or not the Indemnifying Party chooses to defend or prosecute any third-party claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and documentation testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimconnection therewith.

General Indemnification Procedures. (ai) In The Seller or Purchaser seeking indemnification pursuant to this Section (an “Indemnified Party”) shall give prompt notice to the event that other party (either Purchaser its successors and assigns or Seller, respectively) from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any Party incurs claim, or suffers the commencement of any Damages with action, suit or proceeding, in respect to of which indemnification indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable 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 to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a “Claim NoticeThird Party Claim”), to assume the defense of such Third Party Claim. (ii) to the The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, the applicable time period described hereindefense of any Third Party Claim which the other is defending as provided in this Agreement. (iii) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Claim Notice must state Indemnifying Party shall not, without the nature and basis prior written consent of the claim in reasonable detail based Indemnified Party, enter into any compromise or settlement which commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on the information available such terms and conditions as it deems reasonably appropriate, to the Indemnitee andextent such Third Party Claim involves equitable or other non-monetary relief, if and shall have the right to settle any Third Party Claim Notice is being given involving monetary damages with respect to a third person claim must be accompanied by a copy of any the written notice consent of the third person claimant. Each Indemnitor to whom a Claim Notice is given Indemnifying Party, which consent shall respond to any Indemnitee that has given a Claim Notice not be unreasonably withheld. (a “Claim Response”iv) 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, 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimconnection therewith.

General Indemnification Procedures. Except as otherwise provided herein: (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 X (an indemnification claim hereunder, the Party seeking indemnification (the “IndemniteeIndemnified Party”) must assert the claim by giving written (i) 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 Forest Party or any Adamas Party) in reasonable detail based on respect of which indemnity may be sought hereunder, (ii) 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 (iii) shall not make any admission concerning such 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). Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 7.7, the Indemnifying Party shall have the right 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, only if such Indemnifying Party concedes that such Indemnified Party shall be indemnified from and against such Third Party Claim pursuant to this ARTICLE X or if the Indemnified Party agrees in writing. Subject to the initial and continuing satisfaction of the terms and conditions of this ARTICLE X, 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 10.3, 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 (other than Third Party Claims that are also Third Party Infringement Claims, which are governed by Section 7.7), 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. (b) Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall have the right to participate in (but not control), at its own expense, the defense. The Indemnitee Indemnifying Party managing the defense shall provide to not be liable for any litigation cost or expense incurred, without its consent, by the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that Indemnified Party where the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of such Indemnifying Party. (c) The Indemnifying Party shall not consent to a settlement of, or the Indemnitee entry of any judgment against an Indemnified Party arising from any such Third Party Claim to the extent such Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party. No Party shall, without the prior written consent of the other Party or the Indemnified Party, enter into any compromise or settlement that would have bearing on commits the other Party or the Indemnified Party to take, or to forbear to take, any action. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (d) The Parties shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith; provided, however, that the Indemnifying Party shall reimburse the Indemnified Party for any reasonable, documented, out-of-pocket expenses actually and reasonably incurred in connection with any such cooperation. (e) Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this ARTICLE X, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party. (f) The Parties agree and acknowledge that the provisions of this ARTICLE X represent the Indemnified Party’s exclusive recourse for any Losses incurred, suffered or sustained by such Indemnified Party arising out of, relating to or resulting from any Third Party Claims for which indemnification is provided to the Indemnified Party under this ARTICLE X.

General Indemnification Procedures. (a) In the event that any A Ocuphire Party incurs or suffers any Damages with respect to which Processa Party seeking indemnification may be sought by such Party pursuant to this Article 6 and such Party desires to assert ARTICLE X (an indemnification claim hereunder, the Party seeking indemnification (the “IndemniteeIndemnified Party”) must assert the claim by giving written shall (a) give prompt notice (a “Claim Notice”) to the Party or Parties, as the case may be, from whom which 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 claim commencement or assertion of any Third-Party Claim in reasonable detail based on respect of which indemnity may be sought hereunder, (b) 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 (b) 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 X by the Indemnifying Party, 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 10.3, 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. (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third-Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor all information and documentation reasonably requested and necessary to support and verify immediately succeeding sentence), the defense. The Indemnifying Party managing the defense shall not be liable for any Damages that litigation cost or expense incurred, without its consent, by the Indemnitee believes give rise to Indemnified Party where the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of such Indemnifying Party; provided, however, that, if the Indemnitee Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such Third-Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (c) The Indemnifying Party shall not, except with the consent of the Indemnified Party, consent to a settlement of, or the entry of any judgment against, an Indemnified Party arising from any Third-Party Claim to the extent such settlement or judgment involves equitable or other non-monetary relief from the Indemnified Party. No Party shall, without the prior written consent of the other Party or the Indemnified Party, enter into any compromise or settlement that would have bearing on commits the other Party or the Indemnified Party to take, or to forbear to take, any action. (d) The Parties shall cooperate in the defense or prosecution of any Third-Party Claim and shall furnish such claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith; provided, however, that the Indemnifying Party shall reimburse the Indemnified Party for any out-of-pocket expenses actually and reasonably incurred in connection with any such cooperation. (e) Any indemnification hereunder shall be made net of any insurance proceeds or amounts actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this ARTICLE X, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party.

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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim.

General Indemnification Procedures. (a) In The parties agree that the event that any Party incurs or suffers any Damages with respect following indemnification procedures shall apply to which indemnification may be sought by such Party all claims made pursuant to this Article 6 and such 6. (a) A Connecture Indemnified Party desires to assert an indemnification claim hereunder, the or a Seller Indemnified Party seeking indemnification (the “IndemniteeIndemnified Party”) must assert seeking indemnification pursuant to Section 6.2 shall give notice (the “Indemnification Notice”) as soon as reasonably practicable to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim for Indemnifiable Damages or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any Liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). Within fifteen (15)) days of the Indemnified Party providing the Indemnifying Party with an Indemnification Notice, the Indemnifying Party shall provide the Indemnified Party with written notice as to whether such party agrees with or disputes the assertion of the claim for Indemnifiable Damages. (b) The Indemnifying Party shall have the right (but not the obligation), exercisable by giving written notice to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a Person not a party to this Agreement (other than an Affiliate of any party) in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense and control the settlement of such Third Party Claim Noticewhich involves (and continues to involve) solely monetary damages unless in the reasonable judgment of the Indemnified Party (based on the advice of counsel) such assumption would result in a conflict of interest with the rights of the Indemnified Party; provided that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim; (B) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any continuing Material Adverse Effect on the Indemnified Party; and (C) the Indemnifying Party makes reasonably adequate provision to ensure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment or settlement that may result (the conditions set forth in clauses (A), (B)and (C) are together referred to as the “Litigation Conditions”). (c) Within fifteen (15) days after the Indemnifying Party has given written notice to the Indemnified Party of its intended exercise of its right to defend and control the right to settle a Third Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party so objects, the Indemnified Party shall continue to defend the Third Party Claim until such time as such objection is withdrawn. If no such notice of objection is given, or Partiesif any such objection is withdrawn, the Indemnifying Party shall be entitled to assume and conduct such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, until such time as the Indemnified Party shall give notice that any of the Litigation Conditions, in its reasonable judgment, are no longer satisfied. If the Indemnified Party is defending the claim after it has made an objection based upon the Litigation Conditions, the Indemnifying Party shall thereafter remain obligated to pay the amount found to be owing to, or agreed to in a settlement made pursuant to Section 6.4(e) with, the third party with respect to such Third Party Claim, and shall be obligated to pay the costs (including attorneys’ fees and reasonable expenses) incurred by the Indemnified Party defending such Third Party Claim. The Indemnified Party shall defend any Third Party Claim with counsel selected by it and reasonably acceptable to the Indemnifying Party. (d) The Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, 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 defense of any written notice Third Party Claim which the other is defending as provided in this Agreement. (e) Unless the Indemnifying Party shall have assumed the defense of such Third Party Claim, the third person claimant. Each Indemnitor Indemnified Party shall have the sole and exclusive right to whom a settle any Third Party 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 hereunderon such terms and conditions as it deems reasonably appropriate. If the Indemnifying Party shall not have assumed the defense of any Indemnitor fails to give a Third Party Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described as provided 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, it shall not consent to a settlement of, or the Indemnitor and entry of any judgment arising from, any such Third Party Claim without 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 prior written consent of the Damages claimed from any IndemnitorIndemnified Party (which consent shall not be unreasonably withheld or delayed). (bf) The Indemnitee Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the parties shall provide to cooperate in the Indemnitor all defense or prosecution thereof and shall furnish such records, information and documentation testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimconnection therewith.

General Indemnification Procedures. (a) In the event that any party to this Agreement or any other Purchaser Indemnified Party incurs or suffers any Damages Seller Indemnified Party reasonably believes that such party has a claim with respect to Adverse Consequences for which indemnification indemnity may be sought by such Party party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunder(each, a “Claim”), the Party seeking indemnification party indemnified hereunder (the “IndemniteeIndemnified Party”) must assert shall notify Seller or Purchaser, as applicable (the claim “Indemnifying Party”) by giving sending written notice of such Claim, to the Indemnifying Party (each such notice, an “Indemnity Notice”). In the case of a Claim involving a third party claim (defined below), an Indemnity Notice shall be given of such Claim within 15 days after the discovery by an Indemnified Party of such Claim against the Indemnifying Party; provided, however, that any delay or failure to notify any Indemnifying Party of any Claim shall not relieve it from any Liability except to the extent that the defense of such action is prejudiced by such delay or failure to notify or promptly notify. Any Indemnity Notice shall, to the extent ascertainable, (i) state (with reasonable specificity) the basis on which indemnification is being asserted, (ii) set forth the amount of Adverse Consequences for which indemnification is being asserted, and (iii) if available, be accompanied by copies of all relevant pleadings, demands and other documentation served on the Indemnified Party. (b) In the case of a third party Claim (including Claims relating to Taxes) (each, a “Claim Notice”) to the Third Party or Parties, as the case may be, from whom indemnification is sought (each an “IndemnitorClaim”), within the applicable time period described hereinIndemnified Party shall give the Indemnifying Party the right (i) to control and conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the Indemnified Party (provided such are pursued in a professional manner), (ii) to take all other reasonable steps or proceedings to settle or defend any such Third Party Claim, provided that the Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, and (iii) to employ counsel reasonably acceptable to the Indemnified Party, to contest any such Third Party Claim in the name of the Indemnified Party or otherwise. The Indemnifying Party shall, within 10 days of receipt of an Indemnity Notice of such Third Party 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 Indemnity Notice Period”), give written notice to the Indemnified Party of its intention to assume the defense of such Third Party Claim. If the Indemnifying Party does not deliver to the Indemnified Party within the Indemnity Notice Period written notice that the Indemnifying Party shall assume the defense of any such Third Party Claim, the Indemnified Party may defend against any such Third Party Claim in such manner as it may deem appropriate, at the expense of the Indemnifying Party, and shall have the sole power to direct and control such defense, and the Indemnified Party shall have the authority to resolve or settle such Claim. In the event that the Indemnifying Party does assume the defense of such Third Party Claim as provided above, the Indemnified Party shall have the right to fully participate in such defense (including with counsel of its choice), at its sole expense, and the Indemnifying Party shall reasonably cooperate with the Indemnified Party in connection with such participation, unless there is, under applicable standards of conduct, a conflict on any significant issues between the Indemnifying Party and the Indemnified Party, in which case the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party. (c) after In the date event that the Claim Notice is given. Any Claim Response does not involve a Third Party Claim, the Indemnifying Party 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 date of receipt of an Indemnity Notice respond in writing to the Indemnified Party (the “Indemnity Response”) and set forth with reasonable specificity those items in the Indemnity Notice to which the Indemnifying Party does not agree as well as the basis upon which such disagreement is founded. Within 30 days following the receipt of the applicable Indemnity Response Period by the amount to which such Indemnitee Indemnified Party, representatives of the Indemnifying Party and Indemnified Party 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 attempt to resolve such dispute through good faith 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 Indemnitorapplicable indemnification Claims. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim.

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 IX (an indemnification claim hereunder, the Party seeking indemnification (the “IndemniteeIndemnified Party”) must assert the claim by giving shall give written notice (a the “Claim Notice”) to the Party or Parties, as the case may be, from whom such indemnification is sought (each an the “IndemnitorIndemnifying Party”) of any claim for which it is seeking indemnity under this Article IX (a “Claim”), 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 but failure to give a Claim Response within Notice shall not relieve the Response Period, such Indemnitor Indemnifying Party of any Liability hereunder except to the extent that the Indemnifying Party has suffered actual prejudice thereby. Any survival period time limitation specified in Section 9.2(a) shall be deemed not apply 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 which has been the subject of a Claim Notice from the Indemnified Party to give a timely Claim Response or otherwise, then the amount Indemnifying Party given in good faith prior to the expiration 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 Indemnitorperiod. (b) The Indemnitee Within 15 Business Days after receipt of a Claim Notice relating to a claim other than a third-party Claim, the Indemnifying Party shall provide deliver to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages Indemnified Party a written response in which the Indemnifying Party will either (i) agree that the Indemnitee believes give rise Indemnified Party is entitled to receive all of the Adverse Consequences at issue in the Claim Notice (subject to all limitations in this Article IX) or (ii) dispute the Indemnified Party’s entitlement to indemnification, in either case by delivering to the claim Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If the Indemnifying Party fails to take either of the foregoing actions within 15 Business Days after delivery of the Claim Notice, then the Indemnified Party will be entitled to pursue all available remedies. If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within 15 Business Days after delivery of the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 10.2. In the case where the Indemnified Party is entitled to the indemnification hereunder of Adverse Consequences under this Agreement, and shall give the Indemnitor reasonable access subject to all bookslimitations in this Article IX, records the Indemnifying Party shall pay such Adverse Consequences to the Indemnified Party within five Business Days from the date on which either (i) the Indemnifying Party has agreed to pay such Adverse Consequences or (ii) a court of competent jurisdiction shall have issued a final, non-appealable judgment obligating the Indemnifying Party to pay such Adverse Consequences. Either Party shall have the right to immediately exercise the Payable Distribution Right in satisfaction of any amounts the other Party has not paid pursuant to the previous sentence. (c) An Indemnifying Party will have the right to defend the Indemnified Party against any third-party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party, in writing within 15 Business Days after the Indemnified Party has given notice of the Claim, that the Indemnifying Party will defend the Indemnified Party against the Claim, (ii) the Claim involves only monetary damages, does not seek an injunction or other equitable relief, and personnel does not involve criminal or quasi-criminal allegations, and (iii) the Indemnifying Party properly conducts the defense of the Claim. (d) So long as the Indemnifying Party is conducting the defense of the Claim in accordance with Section 9.3(c), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense unless the Indemnified Party reasonably believes a conflict of interest exists (in which case the reasonable fees and expenses of such co-counsel shall be paid by the Indemnifying Party), and participate in the possession or under the control defense of the Indemnitee that would Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnifying Party (which consent shall not be withheld or delayed unreasonably) and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnified Party (which consent shall not be withheld, conditioned or delayed unreasonably). Notwithstanding the foregoing, the Indemnified Party shall have bearing on no obligation to consent to any settlement unless such claimsettlement is for only money damages, the full amount of which shall be paid by the Indemnifying Party and includes, as a condition thereof, an express, unconditional release of the Indemnified Party and any of its applicable Affiliates from any liability. (e) In the event any of the conditions set forth in Section 9.3(c) is or becomes unsatisfied, but subject to all limitations set forth in this Article IX, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Claim (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Claim (including reasonable attorneys’ fees and expenses) and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, or caused by the Claim.

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 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). 12.4.2 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 not resolved within 20 daysno finding or admission of 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. 12.4.3 If an indemnified party determines in good faith that there is a reasonable probability that a Claim may adversely affect it or its Affiliates other than as a result of monetary damages, the Indemnitee may pursue an action indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or proceeding for settle such Claim. 12.4.4 After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the recovery expiration of the Damages claimed from time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any Indemnitorsums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within ten (10) Business Days after the date of such notice. (b) 12.4.5 The Indemnitee failure of the indemnified party to give reasonably prompt notice of any Claim shall provide not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages extent that the Indemnitee believes give rise to the claim for indemnification hereunder indemnifying party can demonstrate actual loss and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control prejudice as a result of the Indemnitee that would have bearing on such claimfailure.

General Indemnification Procedures. (a) In A party seeking indemnification pursuant to this Section 7.4 (an "Indemnified Party") shall give prompt written notice to the event that party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Party incurs claim, the incurrence of any Damages, or suffers the commencement of any Damages with action, suit or proceeding, of which it has knowledge and in respect to of which indemnification indemnity may be sought by such Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunder, and will give the Indemnifying Party seeking indemnification (such information with respect thereto as the “Indemnitee”) must assert Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the claim Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by giving written notice to the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a “"Third Party Claim"), to assume the defense of such Third Party Claim Notice”which involves (and continues to involve) solely monetary damages; provided, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utility. (b) Neither the Indemnified Party nor the Indemnifying Party shall settle any Third Party Claim without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. (c) The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, 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 defense of any written notice of Third Party Claim which the third person claimant. Each Indemnitor to whom a Claim Notice other party 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 defending as provided 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. (bd) The Indemnitee Amounts paid in respect of indemnification obligations of the parties shall provide be treated as an adjustment to the Indemnitor Purchase Price. (e) Subject to Section 7.4.2(f) and Section 7.4.2(i), neither Parent nor Buyer (and the other Persons for which they can claim indemnity hereunder) shall be entitled to indemnification for Damages incurred unless the aggregate amount of Damages incurred by Indiana Parent or Buyer (or the other Persons for which they can claim indemnification), together with all information other claims for Damages under Section 7.4.2(e) of each of the Related Purchase Agreements, exceeds $6,123,000 in the aggregate (the "Threshold Amount"), in which case Seller shall then be liable for Damages in excess of the Threshold Amount. Subject to Section 7.4.2(f) and documentation reasonably requested Section 7.4.2(i), the cumulative aggregate indemnity obligation of Citizens and necessary its Affiliates under Section 7.4 of this Agreement and the Related Purchase Agreements shall not exceed $60,000,000 (the "Ceiling"). (f) Notwithstanding the foregoing, the parties acknowledge that Parent or Buyer (and the other Persons for which they can claim indemnity hereunder) shall be entitled to support indemnification for Damages in respect of intentional and verify wilful breaches of covenants or agreements in this Agreement or any Damages of the Retained Liabilities other than the Specified Liabilities irrespective of the Threshold Amount or the Ceiling (it being understood that the Indemnitee believes give rise failure to cure a breach shall not, by itself, be an intentional and wilful breach). As used herein, the "Specified Liabilities" shall mean the Retained Liabilities arising from claims made after the Closing Date which (i) do not relate to matters within the scope of clauses (u), (v), (w) and (x) of Section 7.3.2; (ii) were not known to the Seller Parties on or prior to Closing; and (iii) relate exclusively to the Acquired Assets or the Business prior to the Closing Date. Notwithstanding anything to the contrary in this Section 7.4, Parent or Buyer (or the other Persons for which they can claim indemnification) shall be entitled to indemnification for indemnification hereunder and shall give the Indemnitor reasonable access to all booksDamages in respect of a breach of Section 3.2, records and personnel in the possession 3.12 or under the control 3.16 irrespective of the Indemnitee that would have bearing on such claimThreshold Amount or the Ceiling.

General Indemnification Procedures. (a) An Elion Party or Processa Party seeking indemnification pursuant to this ‎ARTICLE X (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 in respect of which indemnity may be sought hereunder, shall give the Indemnifying Party such information with respect to 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 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 liability hereunder only to the extent that the ability of the Indemnifying Party to defend such Third Party Claim is prejudiced thereby (and no admission required by applicable Law or legal process shall be deemed to result in prejudice). The Indemnifying Party will have the right, exercisable by notice to the Indemnified Party within ten Business Days after receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that (a) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is sought, (b) the Third Party Claim seeks solely monetary damages and (c) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party will be solely obligated to satisfy and discharge the Third Party Claim in full (the conditions set forth in clauses (a), (b) and (c) above are collectively referred to as the “Litigation Conditions”). Within ten Business Days after the Indemnifying Party has given notice to the Indemnified Party of its exercise of its right to defend a Third Party Claim, the Indemnified Party will give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party will continue to defend the Third Party Claim, at the expense of the Indemnifying Party, until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party will be entitled, at its sole cost and expense, to assume direction and control of such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. During such time as the Indemnifying Party is controlling the defense of such Third Party Claim, the Indemnified Party will cooperate, and will cause its Affiliates and agents to cooperate upon request of the Indemnifying Party, in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not satisfy the Litigation Conditions or does not notify the Indemnified Party of the Indemnifying Party’s intent to defend any Third 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 hereunderClaim within ten Business Days after notice thereof, the Indemnified Party seeking indemnification may (the “Indemnitee”) must assert the claim by giving written without further notice (a “Claim Notice”) to the Indemnifying Party) undertake the defense thereof with counsel of its choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought will have the right to join in (each an “Indemnitor”including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), within but not control, at its own expense, 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 defense of any written notice of the third person claimant. Each Indemnitor to whom a Third Party 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 other party is given. Any Claim Response shall specify whether or not the Indemnitor given the Claim Response disputes the claim described defending as provided 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. (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor all information and documentation reasonably requested and necessary to support and verify immediately succeeding sentence), the defense. The Indemnifying Party managing the defense shall not be liable for any Damages that litigation cost or expense incurred, without its consent, by the Indemnitee believes give rise to Indemnified Party where the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of such Indemnifying Party; provided, however, that, if the Indemnitee Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (c) The Indemnifying Party shall not, except with the consent of the Indemnified Party, consent to a settlement of, or the entry of any judgment against, an Indemnified Party arising from any Third Party Claim to the extent such settlement or judgment involves equitable or other non-monetary relief from the Indemnified Party. No Party shall, without the prior written consent of the other Party or the Indemnified Party, enter into any compromise or settlement that would have bearing on commits the other Party or the Indemnified Party to take, or to forbear to take, any action. (d) The Parties shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith; provided, however, that the Indemnifying Party shall reimburse the Indemnified Party for any out-of-pocket expenses actually and reasonably incurred in connection with any such cooperation. (e) Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this ‎ARTICLE X, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party. (f) The Parties agree and acknowledge that the provisions of this ‎ARTICLE X represent the Indemnified Party’s exclusive recourse with respect to any Losses for Third Party Claims for which indemnification is provided to the Indemnified Party under this ‎ARTICLE X.

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 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). 9.5.2 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. 9.5.3 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 not be unreasonably withheld). 9.5.4 After any final judgment or proceeding for award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the recovery expiration of the Damages claimed from time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any Indemnitorsums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within ten (10) Business Days after the date of such notice. (b) 9.5.5 The Indemnitee failure of the indemnified party to give reasonably prompt notice of any Claim shall provide not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages extent that the Indemnitee believes give rise to the claim for indemnification hereunder indemnifying party can demonstrate actual loss and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control prejudice as a result of the Indemnitee that would have bearing on such claimfailure.

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 X (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 claim commencement or assertion of any Third Party Claim 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 Third Party Claim as the Indemnifying Party may reasonably request, and shall not make any admission concerning any such Third Party Claim, unless such admission is required by a copy applicable Law or legal process, including, without limitation, in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party with respect to any such Third Party Claim 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 defend a 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 any Third Party Claim for which indemnification is sought, 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 X, the Indemnifying Party shall have full control of such Third Party Claim, including, without limitation, 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 10.3, 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. (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor all information and documentation reasonably requested and immediately succeeding sentence), the defense. The Party managing the defense of an action or proceeding under its control shall not be liable for any litigation cost or expense incurred, without its consent, by the Party not managing the defense; provided, however, that if the Indemnifying Party managing the defense fails to take reasonable steps necessary to support defend such Third Party Claim, the Indemnified Party may assume its own defense, and verify any Damages the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith; and provided further that, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnitee believes give rise Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the claim for indemnification hereunder and shall give Indemnified Party solely in connection therewith. (c) Without the Indemnitor reasonable access to all books, records and personnel in the possession or under the control prior written consent of the Indemnitee that would have bearing on Indemnified Party, the Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against an Indemnified Party arising from any such claim.Third Party Claim to the extent such judgment or settlement involves (i) equitable or other non-monetary relief from the Indemnified Party,

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. (b) The Indemnitee shall provide to the Indemnitor on request all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim. (c) Except as hereinafter provided, in the case of third party claims for which indemnification is sought, the Indemnitor shall have the option: (x) to conduct any proceedings or negotiations in connection therewith, (y) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee (which consent shall not be unreasonably withheld, it being understood that it shall not be unreasonable for the Indemnitee to withhold its consent from any settlement which (1) commits the Indemnitee to take, or to forbear to take, any action, or (2) does not provide for a complete release of the Indemnitee by such third party)), and (z) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel (a "Voluntary Participation") in any proceedings relating to any third party claim. The Indemnitor shall, within 45 days of receipt of the Claim Notice, notify the Indemnitee of its intention to assume the defense of the claim (a "Defense Notice"). Until the Indemnitee has received the Defense Notice, the Indemnitee shall take reasonable stops to defend (but may not settle) the claim. If the Indemnitor declines to assume the defense of any such claim or fails to give a Defense Notice within 45 days prior receipt of the Claim Notice, the Indemnitee shall defend against the claim but shall not settle such claim without the consent of the Indemnitor (which consent shall not be unreasonably withheld). The expenses of all proceedings, contests or lawsuits (other than those incurred in a Voluntary Participation) with respect to claims as to which a party is entitled to indemnification under this Article X shall represent indemnifiable Damages under this Agreement. Regardless of which party shall assume the defense of the claim, the parties shall cooperate fully with one another in connection therewith. Notwithstanding the foregoing, the Indemnitor shall not be entitled (except with the consent of the Indemnitee) to take any of the actions referred to in clauses (x), (y) or (z) of the first sentence of this subparagraph unless: (a) the third party claim involves principally monetary damages; and (b) the Indemnitor shall have expressly agreed in writing that, as between the Indemnitor and the Indemnitee, the Indemnitor shall be solely obligated to satisfy and discharge such third party claim. Damages payable hereunder shall be appropriately adjusted to reflect the receipt of insurance proceeds, tax benefits and detriments and proceeds received with respect to condemnation, expropriation or eminent domain proceedings. (d) No action or claim for Damages pursuant to Sections 10.1 or 10.2 hereof shall be brought or made after April 30, 2000, except that such time limitation shall not apply to claims for misrepresentations or breaches of warranty relating to Sections 3.10 and 4.9 which may be asserted until 60 days after the running of the applicable statute of limitations with respect to such claims. (e) Indemnification pursuant to this Article X shall be the sole and exclusive remedy available to the parties hereto for any and all Damages.

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 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel its legal representatives in the possession investigation of any action, claim or under the control of the Indemnitee that would have bearing on such claimliability covered by this indemnification.

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 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). 9.5.2 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. 9.5.3 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 not be unreasonably withheld). 9.5.4 After any final judgment or proceeding for award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the recovery expiration of the Damages claimed from time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any Indemnitorsums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within ten (10) Business Days after the date of such notice. (b) 9.5.5 The Indemnitee failure of the indemnified party to give reasonably prompt notice of any Claim shall provide not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages extent that the Indemnitee believes give rise to the claim for indemnification hereunder indemnifying party can demonstrate actual loss and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control prejudice as a result of the Indemnitee that would have bearing on such claimfailure.

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 not be unreasonably withheld). 9.5.2 After any final judgment or proceeding for award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the recovery expiration of the Damages claimed from time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any Indemnitorsums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within 10 Business Days after the date of such notice. (b) 9.5.3 The Indemnitee failure of the indemnified party to give reasonably prompt notice of any Claim shall provide not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages extent that the Indemnitee believes give rise indemnifying party can demonstrate actual loss and prejudice as a result of such failure. 9.5.4 Subject to the claim limitations set forth in Section 9.2 and consistent with Article 9 of this Agreement, with respect to any Claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control Section 9.1.1.1 for breaches of the Indemnitee that would have bearing on such claim.representations and warranties set forth in Section 4.20, Section 9.1.1.3

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 and indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the Indemnitee indemnified party defends any Claim, then the indemnifying party shall seek to resolve reimburse the indemnified party for the reasonable expenses of defending such dispute through negotiations and, if such is not resolved within 20 daysClaim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the Indemnitee indemnified party may pursue an action participate, at his or proceeding for its own expense, in the recovery 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 Damages claimed from any Indemnitor. indemnifying party (a) if so requested by the indemnifying party to participate or (b) The Indemnitee shall provide if, in the reasonable opinion of counsel to the Indemnitor all information indemnified party, a conflict or potential conflict exists between the indemnified party and documentation reasonably requested and the indemnifying party that would make such separate representation necessary to support adequately protect the interest of the indemnified party; and verify any Damages provided, further, that the Indemnitee believes give rise indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Claim. 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 claim for indemnification hereunder 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). 9.6.2 After any final judgment or award shall give have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the Indemnitor reasonable access to all books, records and personnel in the possession or under the control expiration of the Indemnitee time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within ten (10) Business Days after the date of such notice. 9.6.3 The failure of the indemnified party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that would have bearing on the indemnifying party can demonstrate actual loss and prejudice as a result of such claimfailure.

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 X (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 claim commencement or assertion of any Third Party Claim 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 Third Party Claim as the Indemnifying Party may reasonably request, and shall not make any admission concerning any such Third Party Claim, unless such admission is required by a copy applicable Law or legal process, including, without limitation, in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party with respect to any such Third Party Claim 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 defend a 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 any Third Party Claim for which indemnification is sought, 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 X, the Indemnifying Party shall have full control of such Third Party Claim, including, without limitation, 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 10.3, 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. (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor immediately succeeding sentence), the defense. The Party managing the defense of an action or proceeding under its control shall not be liable for any litigation cost or expense incurred, without its consent, by the Party not managing the defense; provided, however, that if the Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith; and provided further that, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against an Indemnified Party arising from any such Third Party Claim to the extent such judgment or settlement involves (i) equitable or other non-monetary relief from the Indemnified Party, (ii) any monetary relief from the Indemnified Party not fully indemnified under this Agreement, or (iii) the assumption by the Indemnified Party of any liability. No Party shall, without the prior written consent of the other Party, enter into any compromise or settlement that commits the other Party to take, or to forbear to take, any action. (d) The Parties shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such records, information and documentation testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested and necessary in connection therewith. (e) Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to support and verify the Indemnified Party of any Damages that the Indemnitee believes give rise to amount under this Article X, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification hereunder payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party. For the avoidance of doubt, the foregoing shall not be construed to require either Party to obtain any insurance not otherwise required under this Agreement or to first pursue an insurance recovery with respect to any matter for which the Indemnifying Party is otherwise obligated to indemnify the Indemnified Party under this Agreement. (f) The Parties agree and shall give acknowledge that the Indemnitor reasonable access provisions of this Article X represent the Indemnified Party’s exclusive recourse with respect to all books, records and personnel in any Losses for which indemnification is provided to the possession or Indemnified Party under the control of the Indemnitee that would have bearing on such claim.this Article X.

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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim.

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 indemnifying party on request updates and summaries as to the status thereof). 9.5.2 After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the Indemnitee may pursue an action or proceeding for indemnified party shall forward to the recovery indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the Damages claimed sums so due and owing to the indemnified party by wire transfer of immediately available funds within ten (10) Business Days after the date of such notice; PROVIDED, that expenses incurred by an indemnified party with respect to any Claim for which such indemnified party is entitled to indemnification pursuant to this Article 9 shall be reimbursed by the indemnifying party promptly upon receipt of a written request for reimbursement therefore from any Indemnitorthe indemnified party. (b) 9.5.3 The Indemnitee failure of the indemnified party to give reasonably prompt notice of any Claim shall provide not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages extent that the Indemnitee believes give rise to the claim for indemnification hereunder indemnifying party can demonstrate actual Loss and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control prejudice as a result of the Indemnitee that would have bearing on such claimfailure.

General Indemnification Procedures. (ai) In the event that any Party incurs or suffers any Damages with respect to which A party seeking indemnification may be sought by such Party pursuant to this Article 6 and 8 (an “Indemnified Party”) on the basis of a claim asserted by a third party shall give prompt written notice to the party from whom such Party desires to assert an indemnification claim hereunder, the Party seeking indemnification is sought (the “IndemniteeIndemnifying Party”) must assert of the claim assertion of such claim, or the commencement of any action, suit or proceeding brought by giving a third party, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party shall have the right (but not the obligation), exercisable by written notice to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party (other than a party or an Affiliate of any party hereto) in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense and control the settlement of such Third Party Claim Notice”which involves (and continues to involve) solely monetary damages; provided that: (a) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy in full and discharge any adverse money judgment or settlement resulting from the Third Party Claim; (b) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any continuing material adverse effect on the Indemnified Party’s business; and (c) the Indemnifying Party makes adequate provision to provide reasonable assurances to the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result (the conditions set forth in clauses (a), (b) and (c) are collectively referred to as the “Litigation Conditions”). (ii) Within fifteen (15) days after the Indemnifying Party has given written notice to the Indemnified Party of its intended exercise of its right to defend and control the right to settle a Third Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party so objects, the Indemnified Party shall continue to defend the Third Party Claim until such time as such objection is withdrawn. If no such notice of objection is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled to assume and conduct such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, until such time as the Indemnified Party shall give notice that any of the Litigation Conditions, in its reasonable judgment, are no longer satisfied. If the Indemnified Party is defending the claim after it has made an objection based upon the Litigation Conditions, the Indemnifying Party shall thereafter remain obligated to pay the amount found to be owing to or agreed to in a settlement made pursuant to Article 8.1(b)(iv) with the third party with respect to such Third Party Claim, and to pay the costs (including attorneys’ fees and expenses) incurred by the Indemnified Party defending such Third Party Claim. The Indemnified Party shall defend any Third Party Claim with counsel selected by it and reasonably acceptable to the Indemnifying Party. (iii) The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, the applicable time period described hereindefense of any Third Party Claim, which the other is defending as provided in this Agreement. (iv) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any compromise or settlement, which commits the Indemnified Party to take, or to forbear to take, any action or which does not provide for a complete release by such third party of the Indemnified Party. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim Notice must state involves equitable or other non-monetary relief and shall have the right to settle any Third Party Claim involving monetary damages with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (v) Whether or not the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (vi) No action or claim for Damages under Article 8.1(a)(i)(A) or 8.1(a)(ii)(A) arising out of or resulting from a breach of representations and warranties contained herein shall be brought or made after the expiration of the 18 month anniversary of the Closing Date; provided, however, that the foregoing time limitations shall not apply to: (1) any of the representations and warranties contained in Articles 2 and 3, each of which shall survive indefinitely; and (2) any such claims which have been the subject of a good faith written notice from AHMY to Contributors or Contributors to AHMY, as the case may be, prior to such period, which notice specifies in reasonable detail 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 (which shall survive until the amount final resolution 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 Indemnitorclaims. (bvii) The Indemnitee shall provide Notwithstanding anything to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise contrary in this Article 8.1 no limitation or condition of liability provided in this Article 8.1 shall apply to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control breach of any of the Indemnitee that would have bearing on representations and warranties contained herein if such claimrepresentation or warranty was made fraudulently.

General Indemnification Procedures. (a) A Person entitled to make a claim for indemnification under Section 8.1 (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 8.1 or 8.2 (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 Article 8, 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. (b) The Indemnitee After any final judgment or award shall provide have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement (which is reasonably acceptable to the Indemnitor all information Indemnifying Party) shall have been consummated, or the Indemnified Party and documentation reasonably requested and necessary the Indemnifying Party shall have arrived at a mutually binding agreement with respect to support and verify any Damages that the Indemnitee believes give rise to the a claim for indemnification hereunder under Section 8.1, including any Third-Party Claim, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement, with respect to such matter and the Indemnifying Party shall give be required to make payment of all sums so due and owing to such Indemnified Party by wire transfer of immediately available funds within ten (10) Business Days after the Indemnitor reasonable access to all books, records and personnel in the possession or under the control date of such notice. (c) The failure of the Indemnitee Indemnified Party to give reasonably prompt notice of any Third-Party Claim shall not release, waive or otherwise affect the Indemnifying Party's obligations with respect thereto except to the extent that would have bearing on the Indemnifying Party can demonstrate actual loss and prejudice as a result of such claimfailure.

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 IX (an indemnification claim hereunder, the Party seeking indemnification (the “IndemniteeIndemnified Party”) must assert the claim by giving shall give written notice (a the “Claim Notice”) to the Party or Parties, as the case may be, from whom such indemnification is sought (each an the “IndemnitorIndemnifying Party”) of any claim for which it is seeking indemnity under this Article IX (a “Claim”), 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 but failure to give a Claim Response within Notice shall not relieve the Response Period, such Indemnitor Indemnifying Party of any Liability hereunder except to the extent that the Indemnifying Party has suffered actual prejudice thereby. Any survival period time limitation specified in Section 9.2(a) shall be deemed not apply 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 which has been the subject of a Claim Notice from the Indemnified Party to give a timely Claim Response or otherwise, then the amount Indemnifying Party given in good faith prior to the expiration 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 Indemnitorperiod. (b) The Indemnitee Within 15 Business Days after receipt of a Claim Notice relating to a claim other than a third-party Claim, the Indemnifying Party shall provide deliver to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages Indemnified Party a written response in which the Indemnifying Party will either (i) agree that the Indemnitee believes give rise Indemnified Party is entitled to receive all of the Adverse Consequences at issue in the Claim Notice (subject to all limitations in this Article IX) or (ii) dispute the Indemnified Party’s entitlement to indemnification, in either case by delivering to the claim Indemnified Party a written notice (an “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for indemnification hereunder each such disputed item and shall give certifying that all such disputed items are being disputed in good faith. If the Indemnitor reasonable access Indemnifying Party fails to all books, records and personnel in the possession or under the control take either of the Indemnitee that would have bearing on such claimforegoing actions within 15 Business Days after delivery of the Claim Notice, then the Indemnified Party will be entitled to pursue all available remedies. If the Indemnifying Party delivers an Objection Notice to the Indemnified Party within 15 Business Days after delivery of the Claim Notice, then the dispute may be resolved by any legally available means consistent with the provisions of Section 10.

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 and indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the Indemnitee indemnified party defends any Claim, then the indemnifying party shall seek to resolve reimburse the indemnified party for the reasonable expenses of defending such dispute through negotiations and, if such is not resolved within 20 daysClaim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the Indemnitee indemnified party may pursue an action participate, at his or proceeding for its own expense, in the recovery 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 Damages claimed from any Indemnitor. indemnifying party (a) if so requested by the indemnifying party to participate or (b) The Indemnitee shall provide if, in the reasonable opinion of counsel to the Indemnitor all information indemnified party, a conflict or potential conflict exists between the indemnified party and documentation reasonably requested and the indemnifying party that would make such separate representation necessary to support adequately protect the interest of the indemnified party; and verify any Damages provided, further, that the Indemnitee believes give rise indemnifying party shall not be required to pay for more than one such counsel for all indemnified parties in connection with any Claim. 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 claim for indemnification hereunder 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). 9.6.2 After any final judgment or award shall give have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the Indemnitor reasonable access to all books, records and personnel in the possession or under the control expiration of the Indemnitee time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such matter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within ten (10) Business Days after the date of such notice. 9.6.3 The failure of the indemnified party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to the extent that would have bearing on the indemnifying party can demonstrate actual loss and prejudice as a result of such claimfailure.

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. (b) The Indemnitee After any final judgment or award shall provide have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the Indemnitor all information indemnifying party notice of any sums due and documentation owing by the indemnifying party pursuant to this Agreement with respect to such matter. (c) The failure of the indemnified party to give reasonably requested and necessary prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to support and verify any Damages the extent that the Indemnitee believes give rise indemnifying party can demonstrate actual loss and prejudice as a result of such failure. (d) The Sellers shall not have any liability under this Article IX for any Losses: (i) except to the claim extent expressly provided herein, in respect of any fact, matter, event or circumstance to the extent that (A) a reserve has specifically been made for indemnification hereunder and shall give the Indemnitor reasonable access to all bookssuch fact, records and personnel matter, event or circumstance in the possession Financial Statements; provided that such reserves shall not apply to any Losses indemnified pursuant to Section 10.3 or, (B) an adjustment has been made to the Initial Purchase Price pursuant to the Adjustment Amount; or (ii) to the extent that any Claim is attributable to, or under such Claim is increased as a result of, any legislation not in force on the control date hereof or to any change of Law or any change in rates of Tax, which in each case is not in force on the Indemnitee that would have bearing on such claimdate hereof. (e) The provisions of this Section 10.5 shall not apply to any matter relating to Taxes, which shall instead be exclusively governed by Section 10.6.

General Indemnification Procedures. (a) In the event that any Party incurs or suffers any Damages with respect to which A party seeking indemnification may be sought by such Party pursuant to this Article 6 and such Party desires to assert 8 (an indemnification claim hereunder, the Party seeking indemnification (the “Indemnitee”"Indemnified Party") must assert the claim by giving written shall give notice (a “Claim Notice”) to the Party or Parties, as the case may be, party from whom such indemnification is sought (each an “Indemnitor”the "Indemnifying Party") of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought pursuant to this Article 8 (a "Claim") and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any Liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party will be entitled to assume the defense of such Claim, within including the applicable time period described employment of counsel and the payment of expenses in connection with such Claim. Upon written notice by the Indemnifying Party to the Indemnified Party that the Indemnifying Party elects to assume such defense, the Indemnifying Party shall not be liable hereunder for fees and disbursements of counsel to the Indemnified Party subsequently incurred, other than as provided herein. The Any Indemnified Party may participate in the defense of such Claim Notice must state at its own expense. Notwithstanding the nature assumption of such defense by the Indemnifying Party, the Indemnified Party will have the right to employ its own counsel and basis the Indemnifying Party shall bear the reasonable fees and disbursements of such counsel only if (i) the Indemnifying Party authorizes the employment of such counsel, (ii) the Indemnifying Party has failed in its obligation to employ counsel to take charge of such defense, or (iii) in the written opinion of the claim Indemnified Party's counsel, the use of joint counsel presents a conflict of interest or prevents adequate representation of the interests of both the Indemnified Party and the Indemnifying Party. Any survival period time limitation specified in reasonable detail based on Section 10.4 shall not apply to a Claim which has been the information available subject of notice from the Indemnified Party to the Indemnitee andIndemnifying Party given prior to the expiration of such period. For purposes of this Article 8, including the determination of Claims by Purchaser, any and all references to a "Material Adverse Effect" or "material" limitations or limitations as to "Knowledge" in Company's representations and warranties which determine whether a breach has occurred shall not, if it is ultimately determined that a breach has occurred, be considered a deductible or a separate basket (i.e., if it is ultimately determined that a breach has occurred, 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 Adverse Consequences shall be deemed not to dispute calculated from 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 first dollar of such claim shall be conclusively deemed to be an obligation of such Indemnitor (subject to any limitations otherwise described hereinloss). 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. (b) The Indemnitee Indemnified Party shall provide not settle or compromise any Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. For purposes of calculating the monetary amount of Adverse Consequences for which any Claim may be made, a credit will be given to the Indemnitor all information and documentation reasonably requested and necessary to support and verify extent of any Damages that insurance or other recovery received by an Indemnified Party resulting from such Adverse Consequences or from the Indemnitee believes give subject matter giving rise to such Adverse Consequences. (c) Notwithstanding anything to the claim for indemnification hereunder and shall give contrary herein, (1) the Indemnitor reasonable access to all books, records and personnel in the possession or under the control aggregate liability of the Indemnitee that would have bearing on such claimStockholder for Adverse Consequences under this Agreement shall not exceed $2,500,000.00, and (2) the Stockholder shall not be liable for Adverse Consequences under this Agreement unless and until the aggregate amount of Adverse Consequences exceeds $50,000.00 (the "Basket"). Once the Adverse Consequences exceed $50,000.00, Purchaser shall be entitled to indemnification for all Adverse Consequences, including the initial $50,000.00; provided, however, said $2,500,000.00 limitation and the Basket shall not apply to (i) Claims under Section 8.1(a) relating to a breach of the representation and warranty of the Company contained in Section 3.25; (ii) Claims under Section 8.1(a) relating to a breach of the representation and warranty of the Stockholder contained in Section 5.4; (iii) any breach of a covenant of Stockholder; or (iv) Claims under Section 8.1(a)(iii)-(iv). The rights of the Indemnified Parties under this Article 8 shall be the sole and exclusive remedy of the Indemnified Parties with respect to any Claim resulting from or related to any misrepresentation, breach of warranty or failure to perform any covenant or agreement contained in this Agreement or in any statement, certificate, instrument or other document or item furnished or delivered or to be furnished or delivered pursuant to this Agreement, except with respect to (i) Claims under Section 8.1(a) relating to a breach of the representation and warranty of the Company contained in Section 3.25; (ii) Claims under Section 8.1(a) relating to a breach of the representation and warranty of the Stockholder contained in Section 5.4; (iii) any breach of a covenant; (iv) Claims under Section 8.1(a)(iii)-(iv); or (v) Claims under Section 8.1(b)(iii)-(v). In addition, the $2,500,000.00 limitation shall not apply to any Claim under Section 8.1(a)(v). (d) In no event shall the provisions of this Article 8 in any way modify or otherwise limit the rights and remedies available to any of the parties with regard to a claim of fraud. The parties shall be entitled as a result of misrepresentation, breach or default under this Agreement, to pursue any and all non-monetary relief to which any of them may otherwise be entitled at law, in equity or otherwise.

General Indemnification Procedures. (i) A party seeking indemnification pursuant to this Section 8.2 (an “Indemnified Party”) on the basis of a claim asserted by a third party shall give prompt written notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of such claim, or the commencement of any action, suit or proceeding brought by a third party, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party shall have the right (but not the obligation), exercisable by written notice to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party (other than a party or an Affiliate of any party hereto) in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense and control the settlement of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided that: (a) In the event Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy in full and discharge any adverse money judgment or settlement resulting from the Third Party Claim; (b) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any continuing material adverse effect on the Indemnified Party’s business; and (c) the Indemnifying Party makes adequate provision to provide reasonable assurances to the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result (the conditions set forth in clauses (a), (b) and (c) are collectively referred to as the “Litigation Conditions”). (ii) Within fifteen (15) days after the Indemnifying Party has given written notice to the Indemnified Party of its intended exercise of its right to defend and control the right to settle a Third Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party so objects, the Indemnified Party shall continue to defend the Third Party Claim until such time as such objection is withdrawn. If no such notice of objection is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled to assume and conduct such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, until such time as the Indemnified Party shall give notice that any of the Litigation Conditions, in its reasonable judgment, are no longer satisfied. If the Indemnified Party incurs is defending the claim after it has made an objection based upon the Litigation Conditions, the Indemnifying Party shall thereafter remain obligated to pay the amount found to be owing to or suffers any Damages agreed to in a settlement made pursuant to Section 8.2(b)(iv) with the third party with respect to which indemnification may be sought such Third Party Claim, and to pay the costs (including attorneys’ fees and expenses) incurred by the Indemnified Party defending such Third Party pursuant to this Article 6 Claim. The Indemnified Party shall defend any Third Party Claim with counsel selected by it 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”) reasonably acceptable to the Indemnifying Party. (iii) The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, the applicable time period described hereindefense of any Third Party Claim, which the other is defending as provided in this Agreement. (iv) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any compromise or settlement, which commits the Indemnified Party to take, or to forbear to take, any action or which does not provide for a complete release by such third party of the Indemnified Party. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim Notice must state involves equitable or other non-monetary relief and shall have the right to settle any Third Party Claim involving monetary damages with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (v) Whether or not the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (vi) No action or claim for Damages under Section 8.2(a)(i)(A) or 8.2(a)(ii)(A) arising out of or resulting from a breach of representations and warranties contained herein shall be brought or made after the expiration of the 18 month anniversary of the Closing Date; provided, however, that the foregoing time limitations shall not apply to: (1) any of the representations and warranties contained in Sections 2.1, 2.2, 3.1 and 3.2, each of which shall survive indefinitely; and (2) any such claims which have been the subject of a good faith written notice from SGC to Rxxxxxx or Rxxxxxx to SGC, as the case may be, prior to such period, which notice specifies in reasonable detail 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 (which shall survive until the amount final resolution 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 Indemnitorclaims. (bvii) The Indemnitee shall provide Notwithstanding anything to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise contrary in this Section 8.2, no limitation or condition of liability provided in this Section 8.2 shall apply to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control breach of any of the Indemnitee that would have bearing on representations and warranties contained herein if such claimrepresentation or warranty was made fraudulently.

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). (b) The Indemnitee After any final judgment or award shall provide have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the Indemnitor all information indemnifying party notice of any sums due and documentation owing by the indemnifying party pursuant to this Agreement with respect to such matter. (c) The failure of the indemnified party to give reasonably requested and necessary prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to support and verify any Damages the extent that the Indemnitee believes give rise indemnifying party can demonstrate actual loss or prejudice as a result of such failure. (d) Sellers shall not have any liability under this Article IX for any Losses: (i) in respect of any fact, matter, event or circumstance to the claim for indemnification hereunder and shall give extent that an accrual therefor has been made in computation of the Indemnitor reasonable access to all books, records and personnel Final Working Capital or such matter was specifically identified in the possession Unaudited Financial Statements (including the notes thereto); or (ii) to the extent that any Claim is attributable to, or under such Claim is increased as a result of, any legislation not in force on the control date hereof or to any change of Law, including any change in the Indemnitee that would have bearing interpretation or application of any Law, or any change in rates of Tax, which in each case is not in force on such claimthe date hereof.

General Indemnification Procedures. (ai) In the event that If a party or Person entitled to indemnification hereunder obtains knowledge of any Party incurs claim, obligation, Liability or suffers any Damages with respect to action for which indemnification may be sought hereunder by such indemnified party (a "Third Party pursuant Claim"), such indemnified party shall give prompt written notice thereof to this Article 6 the indemnifying party; provided, however, that no delay on the part of the indemnified party shall relieve the indemnifying party from any obligation hereunder unless (and then solely to the extent) the indemnifying party thereby is prejudiced. (ii) The indemnifying party shall be entitled to control the defense of any such legal proceeding, through legal counsel reasonably satisfactory to the indemnified party and at the sole expense of the indemnifying party, so long as (A) the indemnifying party notifies the indemnified party in writing within fifteen (15) business days after the indemnified party has given to the indemnifying party the notice required by Section 5(e)(i) above that the indemnifying party will indemnify the indemnified party from and against the entirety of any Adverse Consequences the indemnified party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party desires Claim, (B) the indemnifying party provides the indemnified party with reasonable evidence that the indemnifying party will have the financial resources to assert an defend against the Third Party Claim and fulfill its indemnification claim obligations hereunder, and (C) the indemnifying party conducts the defense of the Third Party seeking indemnification Claim actively and diligently. The indemnified party shall cooperate with the indemnifying party when the latter controls the defense of a Third Party Claim. (iii) So long as the “Indemnitee”indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 5(e)(ii) must assert above, (A) the claim by giving written notice indemnified party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (a “Claim Notice”B) the indemnified party will not consent to the Party entry of any judgment 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 enter into any settlement with respect to a third person claim must the Third Party Claim without the prior written consent of the indemnifying party, which consent may not be accompanied by a copy unreasonably withheld, and (C) the indemnifying party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written notice consent 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 indemnified party, which consent may 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 Indemnitorunreasonably withheld. (biv) The Indemnitee shall provide In the event any of the conditions in Section 5(e)(ii) above is or becomes unsatisfied, (A) the indemnified party may defend against, and consent to the Indemnitor all information entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and documentation reasonably requested and necessary to support and verify the indemnified party need not consult with, or obtain any Damages that consent from, the Indemnitee believes give rise indemnifying party in connection therewith provided the indemnified party has provided to the claim indemnifying party notice of such intent to defend against or consent to such entry at least five (5) business days prior thereto), (B) the indemnifying party will reimburse the indemnified party promptly and periodically for indemnification hereunder the costs of defending against the Third Party Claim (including reasonable attorneys' fees and shall give expenses), and (C) the Indemnitor reasonable access to all booksindemnifying party will remain responsible for any Adverse Consequences the indemnified party may suffer resulting from, records and personnel arising out of, relating to, in the possession nature of, or under caused by the control of Third Party Claim to the Indemnitee that would have bearing on such claimfullest extent provided in this Section 5.

General Indemnification Procedures. (i) An Indemnified Party seeking indemnification pursuant to this Section 14.02 for a Third Party Claim (as defined below) shall give notice as promptly as is reasonably practicable to the Indemnifying Party of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought hereunder, stating the nature, estimated amount of the Damages that may have been or are reasonably expected to be suffered by the Indemnified Party and the basis of such Third Party Claim in reasonable detail and specificity (based on information reasonably available to the Indemnified Party), and will give the Indemnifying Party such additional information with respect thereto as the Indemnifying Party may reasonably request. The rights of the Indemnified Party to be indemnified hereunder shall not be adversely affected by its failure to give, or its failure to timely give, such notice with respect thereto unless, and if so, only to the extent that, the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within 60 days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), at the sole expense of the Indemnifying Party, to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided that the defense or settlement of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party's business (the "Litigation Conditions"); provided, however, that if the parties in any action shall include both an Indemnifying Party and an Indemnified Party, and under the applicable rules of professional conduct counsel would not be permitted to represent both the Indemnified Party and the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel (in addition to local counsel solely for purposes of satisfying jurisdictional requirements) to participate in the defense of such action on its behalf, at the expense of the Indemnifying Party to the extent such expenses are reasonable; and provided further, however, that the Indemnifying Party shall forfeit the right to control the defense or settlement of any such claim if, at any time after assuming the defense or settlement thereof, the Indemnifying Party no longer satisfies the Litigation Conditions. (ii) Subject to the foregoing, if the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall notify the Indemnified Party of its intent to do so as required by 14.02(i) and the Indemnified Party shall reasonably cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. Such cooperation by the Indemnified Party shall include (A) commercially reasonable efforts by the Indemnified Party to cooperate in the defense of such Third Party Claim as reasonably requested by the Indemnifying Party in the context thereof (including the amount and nature of Damages sought thereunder), (B) delivery to the Indemnifying Party (or its counsel if delivery to its counsel would preserve the Indemnified Party's attorney-client privilege with respect to any information) of copies of all notices and documents (including court papers), received by the Indemnified Party relating to such Third Party Claim, and (C) the retention and provision to the Indemnifying Party (upon the Indemnifying Party's reasonable request) of records and information that are reasonably relevant to such Third Party Claim and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that the foregoing shall not unreasonably disrupt the operations of the Indemnified Party's business having regard to the context in which such cooperation is requested and of the relevant claim, action or proceeding (including the amount and nature of the Damages sought thereunder). Such cooperation by the Indemnified Party shall also include using its commercially reasonable efforts to mitigate or resolve any such Third Party Claim; provided, however, that if the Indemnified Party fails to use commercially reasonable efforts to mitigate or resolve any such Third Party Claim, then, notwithstanding anything else to the contrary contained in this Lease, such failure shall only affect the Indemnified Party's right to indemnification with respect to such Third Party Claim to the extent of any Damages that would have been avoided if the Indemnified Party had made such commercially reasonable efforts. With respect to any claim subject to indemnification under this Section 14.02, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney client and work product privileges. In connection therewith, each party agrees that: (a) In it will use its best efforts, in respect of any claim in which it has assumed or participated in the event defense, to avoid production of confidential information (consistent with applicable Law and rules of procedure), and (b) all communications between any party hereto and counsel responsible for or participating in the defense of any claim shall, to the extent possible, be made so as to preserve any applicable attorney client or work product privilege. (iii) The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right (but not the obligation) to participate in (but not control), at its own expense, the defense of any Third Party Claim which the other party is defending as provided in this Lease. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of a Third Party Claim for which the Indemnified Party is entitled to indemnification hereunder, except to the extent (if any) that the Indemnifying Party shall have been prejudiced by the Indemnified Party's failure to give timely notice of such Third Party Claim as required by Section 14.02(i). (iv) The Indemnifying Party may, without the prior written consent of the Indemnified Party, settle or compromise or consent to the entry of any judgment with respect to a Third Party Claim if such settlement, compromise or consent (A) includes an unconditional release of the Indemnified Party from all Liability and Damages arising out of such claim, (B) includes no admission of fault or culpability by or on behalf of the Indemnified Party or its businesses, and (C) provides for settlement or relief solely in the form of monetary damages to be paid fully by the Indemnifying Party. Any other type of settlement or compromise or consent to the entry of any judgment shall not be undertaken by the Indemnifying Party without obtaining the prior written consent of the Indemnified Party to its terms; provided, that if such other type of settlement, compromise or consent to the entry of any judgment involves solely monetary damages, then the Indemnified Party shall not unreasonably withhold or delay such consent. The Indemnified Party shall not settle, compromise or consent to any judgment in respect of any Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed) unless the Indemnified Party unconditionally releases the Indemnifying Party from all Liability and Damages arising out of such Third Party Claim. (v) With respect to any Third Party Claim in relation to which an Indemnifying Party is required to indemnify an Indemnified Party pursuant to this Article 14 (an "Indemnified Claim") that is combined or joined with one or more claims, actions or proceedings that are not Indemnified Claims or with respect to an Indemnified Claim under which both the Indemnified Party and the Indemnifying Party may be liable (including an Indemnified Claim for which the amount of Damages sought by any third party would result in the Indemnified Party not being indemnified under this Article 14 for all or a portion of such Damages), which both desire to contest and control, the control of such claim, action or proceeding shall rest with the party having the larger amount in dispute, and the party in control may not settle or compromise any such claim without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed); provided, however, that if an Indemnifying Party may be obligated to indemnify an Indemnified Party with respect to any Indemnified Claim, the Indemnifying Party, and not the Indemnified Party, shall be deemed to have the amounts of such Indemnified Claim in dispute. (vi) If any party incurs or suffers any Damages with respect to which indemnification may be sought by any such Party party pursuant to this Article 6 and such 14 (other than in respect of Third Party desires to assert an indemnification claim hereunderClaims), the Indemnified Party seeking indemnification (the “Indemnitee”) must assert the claim by giving a written notice (a “Claim "Claims Notice”") to the Indemnifying Party or Partieswhich Claims Notice shall be given as soon as reasonably practicable; provided, as that the case may befailure of the Indemnified Party to give such written notice shall not relieve the Indemnifying Party of its obligations under this Article 14 except to the extent, from whom indemnification is sought (each an “Indemnitor”)if any, within that the applicable time period described hereinIndemnifying Party shall have been prejudiced thereby. The Claim Claims Notice must state the nature and basis of the claim in reasonable detail and specificity based on the information reasonably 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 claimantIndemnified Party. Each Indemnitor Indemnifying Party to whom a Claim Claims Notice is given shall respond to any Indemnitee that has given a Claim Notice Indemnified Party. (a “Claim Response”vii) within 30 days (the “Response Period”) after the date that the Claim Notice The amount of any Damages for which indemnification 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 provided hereunder shall be deemed not to dispute net of any amounts actually recovered by the claim described Indemnified Party under insurance policies of the Indemnified Party (net, in each case, of all deductibles and costs, charges and expenses of the related Claim Notice, or it indemnification obligations hereunder. If any Indemnitor elects not to dispute a claim or the indemnification for Indemnified Party in connection with 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 hereinrecovery). If any Indemnitor shall be obligated Indemnified Party is at any time entitled to indemnify an Indemnitee recover under any third-party policy of insurance (excluding any self-insurance that is not reinsured with a third party), in respect of any Damages for which indemnification is sought hereunder, the Indemnified Party shall, at the request of the Indemnifying Party, use its commercially reasonable efforts to enforce such Indemnitor shall pay recovery at the expense of and for the benefit of the Indemnifying Party and, upon recovery under such policy, reduce the amount of Damages for which it is seeking indemnification hereunder by the amount recovered (net of all deductibles and costs, charges and expenses of the Indemnified Party in connection with such recovery). If any Indemnifying Party indemnifies an Indemnified Party for Damages pursuant to this Article 14 and the Indemnified Party subsequently recovers from a third Person any sum in respect of any event, change, development, circumstance or state of facts giving rise to such Indemnitee within 30 days after Damages, the last day of the applicable Response Period the amount to which such Indemnitee Indemnified Party shall be entitled. If there shall be a dispute as repay to the amount or manner Indemnifying Party the lesser 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 (A) the Damages claimed paid by the Indemnifying Party to the Indemnified Party and relating to such event, change, development, circumstance or state of facts and (B) the sum (including any interest) recovered from such third Person, in either case net of any Indemnitorexpenses and additional Taxes directly incurred by the Indemnified Party as a result of its receipt of such sum. (bviii) The Indemnitee liability of any Indemnifying Party under this Article 14 shall provide be subject to reduction in an amount equal to the Indemnitor all information and documentation reasonably requested and necessary value of any net Tax benefit actually realized by the Indemnified Party (by reason of a Tax deduction, basis adjustment, shifting of income, credits and/or deductions, or otherwise from one or more fiscal periods to support and verify another resulting, in each case, from any Damages suffered by the Indemnified Party that forms the Indemnitee believes give rise basis of the Indemnifying Party's obligation hereunder), giving effect to any tax liabilities of the Indemnified Party arising as a result of any payments made by an Indemnifying Party with respect to such claim for indemnification. (ix) No liability shall arise in respect of any breach of any representation or warranty, covenant or agreement herein to the claim extent that liability for indemnification hereunder such breach occurs (or is increased) directly or indirectly as a result of any retrospective application of a change in law, or in accounting policies, procedures or practices, announced and shall give taking effect after the Indemnitor reasonable access to all booksCommencement Date, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimeach case, which has retrospective effect.

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. (b) The Indemnitee After any final judgment or award shall provide have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement (which is reasonably acceptable to the Indemnitor all information Indemnifying Party) shall have been consummated, or the Indemnified Party and documentation reasonably requested and necessary the Indemnifying Party shall have arrived at a mutually binding agreement with respect to support and verify any Damages that the Indemnitee believes give rise to the a claim for indemnification hereunder under Section 6.1, including any Third-Party Claim, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement, with respect to such matter and the Indemnifying Party shall give be required to make payment of all sums so due and owing to such Indemnified Party by wire transfer of immediately available funds within ten (10) Business Days after the Indemnitor reasonable access to all books, records and personnel in the possession or under the control date of such notice. (c) The failure of the Indemnitee Indemnified Party to give reasonably prompt notice of any Third-Party Claim shall not release, waive or otherwise affect the Indemnifying Party's obligations with respect thereto except to the extent that would have bearing on the Indemnifying Party can demonstrate actual loss and prejudice as a result of such claimfailure.

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, 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimconnection therewith.

General Indemnification Procedures. (a) In A party seeking indemnification pursuant to Section 8.1 (an "INDEMNIFIED PARTY") shall give prompt notice to the event that party from whom such indemnification is sought (the "INDEMNIFYING PARTY") of the assertion of any Party incurs indemnifiable claim for Damages or suffers the commencement of any Damages with action, suit or proceeding, in respect to of which indemnification indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Indemnifying Party shall be obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled. (b) The Indemnifying Party shall have the right exercisable by such written notice to the Indemnified Party pursuant within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a person not a party to this Article 6 and such Party desires to assert Agreement (other than an indemnification claim hereunder, the Party seeking indemnification Affiliate (the “Indemnitee”as defined in Section 9.3) must assert the claim by giving written notice of any party hereto) in respect of which indemnity may be sought hereunder (a “Claim Notice”) "Third Party Claim"), to assume the defense and control the settlement of such Third Party Claim. The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, the applicable time period described hereindefense of any Third Party Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim Notice must state as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). (c) No action or claim for indemnification under Section 8.1 arising out of or resulting from a breach of representations and warranties contained in Articles III and IV herein shall be brought or made until such time as all indemnifiable claims of a party exceed $20,000 or after the period concluding on the third anniversary of the Closing Date (the "Expiration Date"); provided, however, that the foregoing time limitations shall not apply to: (i) any of the representations and warranties contained in Sections 3.2, 3.4, 3.5 and 3.6., each of which shall survive indefinitely; (ii) any such claims that have been the subject of a good faith written notice from the Indemnified Party to the Indemnifying Party, prior to the Expiration Date, which notice specifies in reasonable detail the nature and basis for such claim (which shall survive until the final resolution of such claim), or (iii) the claim warranties and representations set forth in reasonable detail based on Section 3.23 hereof, which shall survive until such time as the information available limitations period has run for all tax periods ended prior to the Indemnitee andClosing Dates, 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 which 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 Expiration Date for the recovery of the Damages claimed from any IndemnitorSection 3.23. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim.

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. (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor all information and documentation reasonably requested and necessary to support and verify immediately succeeding sentence), the defense. The Indemnifying Party managing the defense shall not be liable for any Damages that litigation cost or expense incurred, without its consent, by the Indemnitee believes give rise to Indemnified Party (or an Indemnifying Party not managing the claim for indemnification hereunder and shall give defense) where the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of such Indemnifying Party; provided, however, that if the Indemnitee Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (c) The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against an Indemnified Party arising from any such Third Party Claim to the extent such Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party. No Party shall, without the prior written consent of the other Party or the Indemnified Party, enter into any compromise or settlement that would have bearing on commits the other Party or the Indemnified Party to take, or to forbear to take, any action. (d) The Parties shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (e) Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this ARTICLE XI, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party.

General Indemnification Procedures. (a) In A party seeking indemnification (an “Indemnified Party”) shall give prompt notice to the event party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim for Indemnifiable Damages or the commencement of any action, suit or Proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Indemnifying Party shall be obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled. (b) The Indemnifying Party shall have the option, exercisable by written notice to the Indemnified Party within twenty (20) Business Days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or Proceeding by a person not a party to this Agreement (other than an Affiliate of any Party) in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense and control the settlement of such Third Party Claim which either (x) involves (and continues to involve) solely monetary damages or (y) would not require disclosure by the Indemnified Party in any filings with the Securities and Exchange Commission; provided that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim; (B) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any continuing Material Adverse Effect on the Indemnified Party; and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result (the conditions set forth in clauses (A), (B) and (C) are collectively referred to as the “Litigation Conditions”). (c) Within twenty (20) Business Days after the Indemnifying Party has given written notice to the Indemnified Party of its intended exercise of its right to defend and control the right to settle a Third Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party so objects, the Indemnified Party shall continue to defend the Third Party Claim until such time as such objection is withdrawn. If no such notice of objection is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled to assume and conduct such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, until such time as the Indemnified Party shall give notice that any of the Litigation Conditions, in its reasonable judgment, are no longer satisfied. If the Indemnified Party incurs is defending the claim after it has made an objection based upon the Litigation Conditions, the Indemnifying Party shall thereafter remain obligated to pay the amount found to be owing to, or suffers any Damages agreed to in a settlement made pursuant to Section 7.04(e) with, the third party with respect to which indemnification may such Third Party Claim, and shall be sought obligated to pay the costs (including attorneys’ fees and reasonable expenses) incurred by the Indemnified Party defending such Third Party pursuant Claim; provided, however, that if such objection was based solely on clause (B) of the Litigation Conditions, then the Indemnified Party shall be obligated to this Article 6 consult with the Indemnifying Party and substantiate the reasonableness of its attorney’s fees and expenses in light of the facts and circumstances of such Third Party desires Claim in order for the Indemnifying Party to assert an indemnification claim hereunder, the be responsible for such attorney’s fees and expenses. The Indemnified Party seeking indemnification (the “Indemnitee”) must assert the claim shall defend any Third Party Claim with counsel selected by giving written notice (a “Claim Notice”) it and reasonably acceptable to the Indemnifying Party. (d) The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, 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 defense of any written notice Third Party Claim which the other is defending as provided in this Agreement. (e) Unless the Indemnifying Party shall have assumed the defense of such Third Party Claim, the third person claimantIndemnified Party shall have the sole and exclusive right to settle any Third Party Claim on such terms and conditions as it deems reasonably appropriate. Each Indemnitor In the event that the Indemnified Party submits to whom one or more Indemnifying Parties a Claim Notice is given shall respond good xxxxx xxxx fide offer to settle any Indemnitee that has given a Claim Notice Third Party Claims (a “Claim ResponseSettlement Offer”) within 30 days (and such Indemnifying Parties consent to such Settlement Offer, then the “Response Period”) after the date that the Indemnifiable Damages for such Third Party 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 be equal 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 Settlement Offer plus any applicable costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals. Except as otherwise provided in the foregoing sentence, the amount of any settlement of a Third Party Claim to which the Indemnifying Parties have not consented shall not be determinative of the Indemnifiable Damages with respect thereto. If the Indemnifying Party shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). (f) Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all the Parties shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery Proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (g) Without limiting the generality of the foregoing, with respect to the measurement of “Indemnifiable Damages”, any Indemnified Party shall have the right to be put in the same financial position as they would have been had each of the representations and warranties of the other Party, as applicable, been true and correct and had each of the covenants of the other Party, as applicable, been performed in full. The amount of any Indemnifiable Damages otherwise payable to an Indemnified Party hereunder shall be reduced if the Indemnifiable Damages incurred by such Indemnified Party will provide such Indemnified Party with income tax deductions or credits. The amount of the reduction shall be the amount of the actual cash tax savings realized by such Indemnified Party as a result of such deductions or credits, discounted to its present value as of the date of the payment of the Indemnifiable Damages from the date such Indemnifiable Damages were incurred by such Indemnified Party at the rate of interest charged on such date by the Internal Revenue Service on underpayment of taxes. (h) In accordance with reasonable business practices, an Indemnified Party shall make claims for all available insurance proceeds with respect to matters giving rise to an indemnification claim of the Indemnified Party against the Indemnifying Party. If the Indemnified Party receives any insurance proceeds or other similar amounts as a result of the matter giving rise to any indemnification claim of the Indemnified Party prior to the date upon which the Indemnifying Party is given notice of the claim, the Indemnifying Party’s indemnification obligation with respect to such claim shall be conclusively deemed to be an obligation reduced by the amount of any such Indemnitor (subject insurance proceeds or other similar amounts actually received by the Indemnified Party. If the Indemnified Party receives any insurance proceeds or other similar amounts as a result of the matter giving rise to any limitations otherwise described herein)indemnification claim of the Indemnified Party against the Indemnifying Party after the Indemnifying Party has paid such indemnification claim to the Indemnified Party, then the Indemnified Party shall promptly turn over any such insurance proceeds or other similar amounts received to the Indemnifying Party to the extent of the payments made by the Indemnifying Party with respect to the claim. If In no event shall a Party be liable for any Indemnitor punitive, exemplary or special damages regardless of the form of action through which such damages are sought, unless such damages are asserted and recovered by a third party in a Third Party Claim. The remedies provided in this Article VII shall be obligated to indemnify an Indemnitee hereunder, such Indemnitor shall pay to such Indemnitee within 30 days deemed the sole and exclusive remedies of the Parties from and after the last day Closing Date, with respect to any and all claims arising out of or related to this Agreement and the transactions contemplated hereby, except with respect to (i) equitable claims and (ii) claims arising out of breaches 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 Agreementcovenants in Sections 1.09, the Indemnitor 1.10, 1.11, 4.04 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 Indemnitor5.08. (bi) The Indemnitee In the event that Seller or the Members satisfy any Indemnifiable Damages directly (other than the satisfaction of any Excluded Liability), then Buyer shall provide cooperate with Seller to execute and deliver joint written instructions to the Indemnitor all information and documentation reasonably requested and necessary Escrow Agent to support and verify any Damages that distribute to Seller from the Indemnitee believes give rise Escrow Fund an amount equal to the claim for indemnification hereunder and shall give Indemnifiable Damages satisfied by Seller or the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimMembers.

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%. (b) The Indemnitee shall provide to the Indemnitor on request all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim. (c) Except as hereinafter provided, in the case of third party claims for which indemnification is sought, the Indemnitor shall have the option: (x) to conduct any proceedings or negotiations in connection therewith, (y) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee (which consent shall not be unreasonably withheld, it being understood that it shall not be unreasonable for the Indemnitee to withhold its consent from any settlement which (1) commits the Indemnitee to take, or to forbear to take, any action, or (2) does not provide for a complete release of the Indemnitee by such third party)), and (z) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel (a "Voluntary Participation") in any proceedings relating to any third party claim. The Indemnitor shall, within 45 days of receipt of the Claim Notice, notify the Indemnitee of its intention to assume the defense of the claim (a "Defense Notice"). Until the Indemnitee has received the Defense Notice, the Indemnitee shall take reasonable steps to defend (but may not settle) the claim. If the Indemnitor declines to assume the defense of any such claim or fails to give a Defense Notice within 45 days after receipt of the Claim Notice, the Indemnitee shall defend against the claim but shall not settle such claim without the consent of the Indemnitor (which consent shall not be unreasonably withheld). The expenses of all proceedings, contests or lawsuits (other than those incurred in a Voluntary Participation) with respect to claims as to which a party is entitled to indemnification under this Article VII shall represent indemnifiable Damages under this Agreement. Regardless of which party shall assume the defense of the claim, the parties shall cooperate fully with one another in connection therewith. Notwithstanding the foregoing, the Indemnitor shall not be entitled (except with the consent of 76 83 the Indemnitee) to take any of the actions referred to in clauses (x), (y) or (z) of the first sentence of this subparagraph unless: (a) the third party claim involves solely monetary damages; and (b) the Indemnitor shall have expressly agreed in writing that, as between the Indemnitor and the Indemnitee, the Indemnitor shall be solely obligated to satisfy and discharge such third party claim. Damages payable hereunder shall be appropriately adjusted to reflect the receipt of insurance proceeds, tax benefits and detriments and proceeds received with respect to condemnation, expropriation or eminent domain proceedings. (d) Any amounts paid pursuant to this Article VII shall be treated as an adjustment to the Purchase Price.

General Indemnification Procedures. (a) In A party seeking indemnification pursuant to Section 8.1 (an "INDEMNIFIED PARTY") shall give prompt notice to the event that party from whom such indemnification is sought (the "INDEMNIFYING PARTY") of the assertion of any Party incurs indemnifiable claim for Damages or suffers the commencement of any Damages with action, suit or proceeding, in respect to of which indemnification indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Indemnifying Party shall be obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled. (b) The Indemnifying Party shall have the right exercisable by such written notice to the Indemnified Party pursuant within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a person not a party to this Article 6 and such Party desires to assert Agreement (other than an indemnification claim hereunder, the Party seeking indemnification Affiliate (the “Indemnitee”as defined in Section 9.3) must assert the claim by giving written notice of any party hereto) in respect of which indemnity may be sought hereunder (a “Claim Notice”) "Third Party Claim"), to assume the defense and control the settlement of such Third Party Claim. The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, the applicable time period described hereindefense of any Third Party Claim which the other is defending as provided in this Agreement. The Claim Notice must state the nature and basis of the claim in reasonable detail based on the information available to the Indemnitee andIndemnifying Party, if it shall have assumed the Claim Notice is being given with respect to a third person claim must be accompanied by a copy defense of any written notice of the third person claimant. Each Indemnitor to whom a Third Party 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 as provided 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, shall not consent to a settlement of, or the Indemnitor and entry of any judgment arising from, any such Third Party Claim without 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 prior written consent of the Damages claimed from any IndemnitorIndemnified Party (which consent shall not be unreasonably withheld or delayed). (bc) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the No action or claim for indemnification hereunder under Section 8.1 arising out of or resulting from a breach of representations and warranties contained in Articles III and IV herein shall give the Indemnitor reasonable access to be brought or made until such time as all books, records and personnel in the possession or under the control indemnifiable claims of the Indemnitee that would have bearing on such claima party exceed $15,000.

General Indemnification Procedures. (ai) In Purchaser and Seller shall cooperate in the event that defense or prosecution of any claim, action, suit or proceeding asserted against either of them by a party other than a Party hereto or an Affiliate of any Party incurs hereto in respect of which indemnity may be sought hereunder (a "Third Party Claim") and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (ii) Except as otherwise provided in this Agreement, no action or suffers any claim for Damages resulting from breaches of the representations and warranties of Seller or Purchaser shall be brought or made after 24 months following the Closing, except that such time limitation shall not apply to (i) claims for misrepresentations or breaches of warranty relating to Section 2.7 (relating to Taxes) which may be asserted until 180 days after the running of the applicable statute of limitations with respect to the taxable period to which indemnification may be sought the particular claims relates, (ii) claims relating to Environmental Liabilities that have been brought against Purchaser by such Party pursuant to this Article 6 third parties within five years following the Closing Date and such Party desires to assert an indemnification claim hereunder, (iii) any claims which have been the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving subject of a written notice (a “Claim Notice”) from Purchaser to Seller prior to the Party or Parties, as expiration of the case may be, from whom indemnification is sought (each an “Indemnitor”applicable period under this Section 4.4(c)(vi), within the applicable time period described herein. The Claim Notice must state the nature and basis of the claim which notice specifies in reasonable detail based on the information available nature of the claim. (iii) Notwithstanding anything to the Indemnitee andcontrary in this Section 4.4, if no limitation or condition of liability provided in this Section shall apply to the Claim Notice is being given with respect to a third person claim must be accompanied by a copy breach of any written notice of the third person claimant. Each Indemnitor representations and warranties contained herein if such representation or warranty was made with actual knowledge that it contained an untrue statement of a material fact or omitted to whom state a Claim Notice is given shall respond material fact necessary to any Indemnitee that has given a Claim Notice make the statements or facts contained therein not misleading. (a “Claim Response”iv) 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 judicial determination that any Party (the "Indemnified Party") seeking indemnification from another Party (the "Indemnifying Party") under this Agreement is not entitled to such indemnification in the amount originally claimed by a third party, then the Indemnifying Party shall be entitled to reimbursement from the Indemnified Party for its costs and expenses, including reasonable attorneys' fees, incurred in the defense of the claim for such indemnity pro rata, to the extent that the amount awarded is less than the amount originally claimed. (v) Following the receipt by either Party of a complaint initiating a lawsuit in respect of a Third Party Claim in respect of which indemnity may be sought from either Party hereunder, within a reasonable time after such receipt, the receiving 44 -43- Party shall give the other Party notice of such Third Party Claim. (vi) Purchaser shall notify Seller and Seller shall notify Purchaser of any claim for Damages. Such notice shall describe, to the extent reasonably available, the nature of the claim, the proposed remedy and the cost to remedy or manner to satisfy the claim. Purchaser and Seller shall, in good faith, consult with the other Party and give the other Party a reasonable opportunity to propose an alternative method to remedy or satisfy the claim. Provided, however, that if the nature of the claim is such that, in Purchaser and Seller's judgment, the above notice and opportunity provisions could reasonably be expected to cause further Damages or would otherwise not be appropriate under the circumstances, then the prior notice and opportunity shall not be required. Neither Purchaser nor Seller shall be required in any event to adopt the method proposed by the other Party. Purchaser and Seller's failure to give the other Party the prior notice and opportunity or to adopt the method proposed, shall not bar in any event either Party from asserting an indemnification claim against the other under and subject to the terms and conditions described in this Section 4.4, but, in any such claim, the failure of either Party to give prior notice and opportunity, or to adopt the method proposed shall be admissible evidence if either Party shall contest the reasonableness of the amount of the Damages that it may recover from the other Party. (vii) Any amounts due to Purchaser or its Affiliates as a result of Seller's indemnification obligations under this Agreement, arising from the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations andtransactions contemplated hereby, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed arising from any Indemnitor. (b) The Indemnitee shall provide breach of any representation or warranty of Seller or otherwise may be set off by Purchaser or any of its affiliates from any amounts owed at any time to Seller or its affiliates to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or extent permissible under the control of the Indemnitee that would have bearing on such claimKorean law.

General Indemnification Procedures. (a) Each Indemnitee shall give written notice to the Indemnitor of any Claim or Claims asserted against the Indemnitee or any third party within thirty (30) days after obtaining actual knowledge thereof, including any pending or threatened claim against the Indemnitee which is reasonably likely to give rise to a Claim against the Indemnitor hereunder, stating the nature and basis of such Claim and the amount thereof, in reasonable detail, to the extent then known by the Indemnitee. Failure to provide such notice shall not act as a waiver of the Indemnitee's rights with respect to such Claim unless, and only to the extent that, such failure materially adversely affects the Indemnitor's ability to defend against, minimize or eliminate Damages arising out of such Claim. (b) In the event that of any Party incurs claim, litigation, investigation or suffers proceeding by or with 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 hereunderthird party, the Party seeking indemnification (Indemnitee shall keep the “Indemnitee”) must assert Indemnitor fully informed and, unless the Indemnitor exercises the right of control set forth in the next following sentence, shall use all reasonable efforts to defend such claim, litigation, investigation or proceeding with its own legal counsel and present any defense reasonably suggested by the Indemnitor or its counsel. The Indemnitor shall have the right to participate in such third party claim or litigation by giving written counsel and accountants, at its own expense, and, upon notice (a “Claim Notice”) to the Party Indemnitee, to assume and control, at its own expense, the defense or Partiesprosecution thereof, as the case may be, from whom indemnification is sought with counsel approved by the Indemnitee (each an “Indemnitor”which approval shall not be unreasonably withheld or delayed), within unless (i) the applicable time period described herein. The Claim Notice must state assumption or control of such defense or prosecution by the nature and basis of Indemnitee has been authorized in writing by the claim Indemnitor, (ii) the Indemnitee has reasonably concluded that there may be legal defenses available to it that are different from or in reasonable detail based on the information addition to those available to the Indemnitor (in which case the Indemnitor will not have the right to direct, assume or control the defense or prosecution of such action on behalf of the Indemnitee) or (iii) the Indemnitor has not in fact employed counsel to assume the defense or prosecution of such action within a reasonable time after receiving notice of the commencement thereof, in each of which cases the reasonable fees and expenses of counsel will be paid by the Indemnitor, and the Indemnitee andshall assume and control the defense or prosecution of such action, if and the Claim Notice is being given Indemnitor shall reimburse or pay such fees and expenses as they are incurred. If the Indemnitor assumes such defense or prosecution, it shall have no liability for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, litigation, investigation or proceeding (other than the reasonable out-of-pocket costs and attorneys' fees of investigation and cooperation with the Indemnitor that may be requested by the Indemnitor in such defense or prosecution) but the Indemnitor shall thereafter indemnify and hold the Indemnitee and its Affiliates harmless from and against all Liabilities and Damages with respect to a third person claim must be accompanied by a copy such claim, litigation, investigation or proceeding in accordance with the terms of this Agreement. Subject to the foregoing, the Indemnitee shall not make, or offer to make, any settlement of any written notice claim, litigation, investigation or proceeding which might give rise to a right 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 indemnification from the Indemnitor given without the Claim Response disputes consent of such Indemnitor, which consent shall not be unreasonably withheld or delayed; PROVIDED THAT the claim described in the Claim Notice or disputes Indemnitor’s alleged Indemnitee may do so without such consent if it elects to waive its right of indemnification obligations hereunder. If any Indemnitor fails with respect 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 settlement in connection with such claim, litigation, investigation or proceeding or the Indemnitor refuses to acknowledge liability for indemnification under this Agreement and/or declines to defend the Indemnitee in such claim, litigation or proceeding. (c) The Indemnitor's liability under Sections 5.9, 8.2(c), 8.2(d), 8.2(e) and 8.2(f) 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 limited 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 Purchase Price. The Indemnitor's liability under Sections 5.3(a), 7.1(b), 8.2(a), 8.2(b), 8.2(g) and 8.3 shall not be limited by the Purchase Price. (bd) The Indemnitee In no event shall provide any payment be made with respect to any Claim or Claims under Sections 5.9, 8.2(c), 8.2(d), 8.2(e), 8.2(f) and 8.3 to the Indemnitor all information and documentation reasonably requested and necessary extent any such Claim or Claims under such Sections do not exceed $50,000; PROVIDED, HOWEVER, that in the event any Claim or Claims, singly or in the aggregate, exceed $50,000, then the indemnification provided for in this Agreement with respect to support and verify any Damages that the Indemnitee believes give rise such Sections shall apply to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all booksextent such Claim or Claims, records and personnel singly or in the possession or under the control of the Indemnitee that would have bearing on such claimaggregate, exceed $50,000.

General Indemnification Procedures. Except as otherwise provided herein: (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 X (an indemnification claim hereunder, the Party seeking indemnification (the “IndemniteeIndemnified Party”) must assert the claim by giving written (i) 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 Forest Party or any Adamas Party) in reasonable detail based on respect of which indemnity may be sought hereunder, (ii) 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 (iii) shall not make any admission concerning such 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). Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 7.7, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. the Indemnifying Party shall have the right 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, only if such Indemnifying Party concedes that such Indemnified Party shall be indemnified from and against such Third Party Claim pursuant to this ARTICLE X or if the Indemnified Party agrees in writing. Subject to the initial and continuing satisfaction of the terms and conditions of this ARTICLE X, 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 10.3, 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 (other than Third Party Claims that are also Third Party Infringement Claims, which are governed by Section 7.7), 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. (b) Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall have the right to participate in (but not control), at its own expense, the defense. The Indemnitee Indemnifying Party managing the defense shall provide to not be liable for any litigation cost or expense incurred, without its consent, by the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that Indemnified Party where the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of such Indemnifying Party. (c) The Indemnifying Party shall not consent to a settlement of, or the Indemnitee entry of any judgment against an Indemnified Party arising from any such Third Party Claim to the extent such Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party. No Party shall, without the prior written consent of the other Party or the Indemnified Party, enter into any compromise or settlement that would have bearing on commits the other Party or the Indemnified Party to take, or to forbear to take, any action. (d) The Parties shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith; provided, however, that the Indemnifying Party shall reimburse the Indemnified Party for any reasonable, documented, out-of-pocket expenses actually and reasonably incurred in connection with any such cooperation. (e) Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this ARTICLE X, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (f) The Parties agree and acknowledge that the provisions of this ARTICLE X represent the Indemnified Party’s exclusive recourse for any Losses incurred, suffered or sustained by such Indemnified Party arising out of, relating to or resulting from any Third Party Claims for which indemnification is provided to the Indemnified Party under this ARTICLE X.

General Indemnification Procedures. (a) In A party seeking indemnification pursuant to Section 8.1 (an "Indemnified Party") shall give prompt notice to the event that party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Party incurs indemnifiable claim for Damages or suffers the commencement of any Damages with action, suit or proceeding, in respect to of which indemnification indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Indemnifying Party shall be obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled. (b) The Indemnifying Party shall have the right exercisable by such written notice to the Indemnified Party pursuant within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a person not a party to this Article 6 and such Party desires to assert Agreement (other than an indemnification claim hereunder, the Party seeking indemnification Affiliate (the “Indemnitee”as defined in Section 9.3) must assert the claim by giving written notice of any party hereto) in respect of which indemnity may be sought hereunder (a “Claim Notice”) "Third Party Claim"), to assume the defense and control the settlement of such Third Party Claim. The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, the applicable time period described hereindefense of any Third Party Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim Notice must state as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). (c) No action or claim for indemnification under Section 8.1 arising out of or resulting from a breach of representations and warranties contained in Articles III and IV herein shall be brought or made until such time as all indemnifiable claims of a party exceed $20,000 or after the period concluding on the third anniversary of the Closing Date (the "Expiration Date"); provided, however, that the foregoing time limitations shall not apply to: (i) any of the representations and warranties contained in Sections 3.2, 3.4, 3.5 and 3.6., each of which shall survive indefinitely; (ii) any such claims that have been the subject of a good faith written notice from the Indemnified Party to the Indemnifying Party, prior to the Expiration Date, which notice specifies in reasonable detail the nature and basis for such claim (which shall survive until the final resolution of such claim), or (iii) the claim warranties and representations set forth in reasonable detail based on Section 3.23 hereof, which shall survive until such time as the information available limitations period has run for all tax periods ended prior to the Indemnitee andClosing Dates, 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 which 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 Expiration Date for the recovery of the Damages claimed from any IndemnitorSection 3.23. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim.

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. (b) The Indemnitee shall provide to the Indemnitor Indemnifying Party on request all information and documentation reasonably requested and necessary to support and verify any Damages Losses that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor Indemnifying Party reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim. (c) Except as hereinafter provided, in the case of third party claims for which indemnification is sought, the Indemnifying Party shall have the option at its cost: (x) to conduct any proceedings or negotiations in connection therewith; (y) to take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall not settle any such claim without the consent of the Indemnitee (which consent shall not be unreasonably withheld, it being understood that it shall not be unreasonable for the Indemnitee to withhold its consent from any settlement which (1) commits the Indemnitee to take, or to forbear to take, any action, or (2) does not provide for a complete release of the Indemnitee by such third party)); and (z) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel (a “Voluntary Participation”) in any proceedings relating to any third party claim. The Indemnifying Party shall, within 45 days of receipt of the Claim Notice notify the Indemnitee of its intention to assume the defense of the claim (a “Defense Notice”). Until the Indemnitee has received the Defense Notice, the Indemnitee shall take reasonable steps to defend (but may not settle) a claim. If the Indemnifying Party declines to assume the defense of any such claim or fails to give a Defense Notice within 45 days after receipt of the Claim Notice, the Indemnitee shall defend against the claim but shall not settle such claim without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld). The expenses of all proceedings, contests or lawsuits (other than those incurred in a Voluntary Participation) with respect to claims as to which a party is entitled to indemnification under this Article 5 shall represent indemnifiable Losses under this Agreement. Regardless of which party shall assume the defense of the claim, the parties shall cooperate fully with one another in connection therewith. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled (except with the consent of the Indemnitee) to take any of the actions referred to in clauses (x), (y), (z) of the first sentence of this subparagraph unless: (a) the third party claim involves principally monetary damages; (b) the Indemnifying Party shall have expressly agreed in writing that, as between the Indemnifying Party and the Indemnitee, the Indemnifying Party shall be solely obligated to satisfy and discharge such third party claim; and (c) the Indemnifying Party has the financial capacity to take over the defense of such claim.

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 X (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 claim commencement or assertion of any Third Party Claim 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 Third Party Claim as the Indemnifying Party may reasonably request, and shall not make any admission concerning any such Third Party Claim, unless such admission is required by a copy applicable Law or legal process, including, without limitation, in response to questions presented in depositions or interrogatories. Any admission made by the Indemnified Party with respect to any such Third Party Claim or the Execution Copy September 4, 2008 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 defend a 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 any Third Party Claim for which indemnification is sought, 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 X, the Indemnifying Party shall have full control of such Third Party Claim, including, without limitation, 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 10.3, 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. (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor immediately succeeding sentence), the defense. The Party managing the defense of an action or proceeding under its control shall not be liable for any litigation cost or expense incurred, without its consent, by the Party not managing the defense; provided, however, that if the Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith; and provided further that, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against an Indemnified Party arising from any such Third Party Claim to the extent such judgment or settlement involves (i) equitable or other non-monetary relief from the Indemnified Party, (ii) any monetary relief from the Indemnified Party not fully indemnified under this Agreement, or (iii) the assumption by the Indemnified Party of any liability. No Party shall, without the prior written consent of the other Party, enter into any compromise or settlement that commits the other Party to take, or to forbear to take, any action. (d) The Parties shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such records, information and documentation testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested and necessary in connection therewith. Execution Copy September 4, 2008 (e) Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to support and verify the Indemnified Party of any Damages that the Indemnitee believes give rise to amount under this Article X, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification hereunder payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party. For the avoidance of doubt, the foregoing shall not be construed to require either Party to obtain any insurance not otherwise required under this Agreement or to first pursue an insurance recovery with respect to any matter for which the Indemnifying Party is otherwise obligated to indemnify the Indemnified Party under this Agreement. (f) The Parties agree and shall give acknowledge that the Indemnitor reasonable access provisions of this Article X represent the Indemnified Party’s exclusive recourse with respect to all books, records and personnel in any Losses for which indemnification is provided to the possession or Indemnified Party under the control of the Indemnitee that would have bearing on such claim.this Article X.

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. (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor all information and documentation reasonably requested and necessary to support and verify immediately succeeding sentence), the defense. The Indemnifying Party managing the defense shall not be liable for any Damages that litigation cost or expense incurred, without its consent, by the Indemnitee believes give rise to Indemnified Party (or an Indemnifying Party not managing the claim for indemnification hereunder and shall give defense) where the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of such Indemnifying Party; provided, however, that if the Indemnitee Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (c) The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against an Indemnified Party arising from any such Third Party Claim to the extent such Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party. No Party shall, without the prior written consent of the other Party or the Indemnified Party, enter into any compromise or settlement that would have bearing on commits the other Party or the Indemnified Party to take, or to forbear to take, any action. (d) The Parties shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (e) Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this ARTICLE XI, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party. (f) The Parties agree and acknowledge that the provisions of this ARTICLE XI represent the Indemnified Party’s exclusive recourse with respect to any Losses for which indemnification is provided to the Indemnified Party under this ARTICLE XI.

General Indemnification Procedures. (ai) In Buyer and Seller shall cooperate in the event that defense or prosecution of any claim, action, suit or proceeding asserted against either of them by a party other than a Party hereto or an Affiliate of any Party incurs hereto in respect of which indemnity may be sought hereunder (a "Third Party Claim") and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (ii) Except as otherwise provided in this Agreement, no action or suffers any claim for Damages resulting from breaches of the representations and warranties of Seller or Buyer shall be brought or made after 24 months following the Closing, except that such time limitation shall not apply to (i) claims for misrepresentations or breaches of warranty relating to Section 2.7 (relating to Taxes) which may be asserted until 60 days after the running of the applicable statute of limitations with respect to the taxable period to which indemnification may be sought the particular claim relates, (ii) claims relating to asbestos under Sections 2.12, 4.3(a)(5) and 4.10 of this Agreement that have been brought against Buyer by such Party pursuant to this Article 6 third parties within five years following the Closing Date, (iii) any claims arising from Section 4.4(a)(i)(7) above which shall have no time limit and such Party desires to assert an indemnification claim hereunder, (iv) any claims which have been the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving subject of a written notice (a “Claim Notice”) from Buyer to Seller prior to the Party or Parties, as expiration of the case may be, from whom indemnification is sought (each an “Indemnitor”applicable period under this Section 4.4(c)(ii), within the applicable time period described herein. The Claim Notice must state the nature and basis of the claim which notice specifies in reasonable detail based on the information available nature of the claim. (iii) Notwithstanding anything to the Indemnitee andcontrary in this Section 4.4, if no limitation or condition of liability provided in this Section shall apply to the Claim Notice is being given with respect to a third person claim must be accompanied by a copy breach of any written notice of the third person claimant. Each Indemnitor representations and warranties contained herein if such representation or warranty was made with actual knowledge that it contained an untrue statement of a material fact or omitted to whom state a Claim Notice is given shall respond material fact necessary to any Indemnitee that has given a Claim Notice make the statements or facts contained therein not misleading. (a “Claim Response”iv) 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 judicial determination that any Party (the "Indemnified Party") seeking indemnification from another Party (the "Indemnifying Party") under this Agreement is not entitled to such indemnification in the amount originally claimed by a third party, then the Indemnifying Party shall be entitled to reimbursement from the Indemnified Party for its costs and expenses, including reasonable attorneys' fees, incurred in the defense of the claim for such indemnity pro rata, to the extent that the amount or manner awarded is less than the amount originally claimed. (v) Following the receipt by either Party of indemnification under this Agreementa complaint initiating a lawsuit in respect of a Third Party Claim in respect of which indemnity may be sought from either Party hereunder, within a reasonable time after such receipt, the Indemnitor receiving Party shall give the other Party notice of such Third Party Claim. (vi) Buyer shall notify Seller and Seller shall notify Buyer of any claim for Damages. Such notice shall describe, to the extent reasonably available, the nature of the claim, the proposed remedy and the Indemnitee shall seek cost to resolve remedy or to satisfy the claim. Buyer and Seller shall, in good faith, consult with the other Party and give the other Party a reasonable opportunity to propose an alternative method to remedy or satisfy the claim. Provided, however, that if the nature of the claim is such dispute through negotiations andthat, if such is not resolved within 20 daysin Buyer and Seller's judgment, the Indemnitee may pursue above notice and opportunity provisions could reasonably be expected to cause further Damages or would otherwise not be appropriate under the circumstances, then the prior notice and opportunity shall not be required. Neither Buyer nor Seller shall be required in any event to adopt the method proposed by the other Party. Buyer and Seller's failure to give the other Party the prior notice and opportunity or to adopt the method proposed, shall not bar in any event either Party from asserting an action indemnification claim against the other under and subject to the terms and conditions described in this Section 4.4, but, in any such claim, the failure of either Party to give prior notice and opportunity, or proceeding for to adopt the recovery method proposed shall be admissable evidence if either Party shall contest the reasonableness of the amount of the Damages claimed that it may recover from any Indemnitorthe other Party. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim.

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. (b) The Indemnitee shall provide to the Indemnitor Indemnifying Party on request all information and documentation reasonably requested and necessary to support and verify any Damages Losses that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor Indemnifying Party reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim. (c) Except as hereinafter provided, in the case of third party claims for which indemnification is sought, the Indemnifying Party shall have the option: (x) to conduct any proceedings or negotiations in connection therewith, (y) to take all other steps to settle or defend any such claim (provided that the Indemnifying Party shall not settle any such claim without the consent of the Indemnitee (which consent shall not be unreasonably withheld, it being understood that it shall not be unreasonable for the Indemnitee to withhold its consent from any settlement which (1) commits the Indemnitee to take, or to forbear to take, any action, or (2) does not provide for a (a) the third party claim involves principally monetary damages; (b) the Indemnifying Party shall have expressly agreed in writing that, as between the Indemnifying Party and the Indemnitee, the Indemnifying Party shall be solely obligated to satisfy and discharge such third party claim; and (c) the Indemnifying Party has the financial capacity to take over the defense of such claim.

General Indemnification Procedures. (a) In A party seeking indemnification pursuant to Sections 7.02 or 7.03 (an “Indemnified Party”) shall give prompt notice to the event party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim for Indemnifiable Damages or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Indemnifying Party shall be obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled. (b) The Indemnifying Party shall have the right (but not the obligation), exercisable by written notice to the Indemnified Party within fifteen (15) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a person not a party to this Agreement (other than an Affiliate of any party hereto) in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense and control the settlement of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim; (B) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party will be adverse to the interests of the Indemnified Party; and (C) the Indemnifying Party makes reasonably adequate provision to ensure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result (the conditions set forth in clauses (A), (B) and (C) are collectively referred to as the “Litigation Conditions”). (c) Within fifteen (15) days after the Indemnifying Party has given written notice to the Indemnified Party of its intended exercise of its right to defend and control the right to settle a Third Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party so objects, the Indemnified Party shall continue to defend the Third Party Claim until such time as such objection is withdrawn. If no such notice of objection is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled to assume and conduct such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, until such time as the Indemnified Party shall give notice that any of the Litigation Conditions, in its reasonable judgment, are no longer satisfied. If the Indemnified Party incurs is defending the claim after it has made an objection based upon the Litigation Conditions, the Indemnifying Party shall thereafter remain obligated to pay the amount found to be owing to, or suffers any Damages agreed to in a settlement made pursuant to Section 7.05(e) with, the third party with respect to which indemnification may such Third Party Claim, and shall be sought obligated to pay the costs (including attorneys’ fees and reasonable expenses) incurred by the Indemnified Party defending such Third Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunder, the Party seeking indemnification Claim. (the “Indemnitee”d) must assert the claim by giving written notice (a “Claim Notice”) to the The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, 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 defense of any written notice of Third Party Claim which the third person claimant. Each Indemnitor other is defending as provided in this Agreement. (e) If the Indemnifying Party has not assumed the defense thereof, the Indemnified Party shall have the sole and exclusive right to whom a settle any Third Party 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 hereunderon such terms and conditions as it deems appropriate. If the Indemnifying Party shall have assumed the defense of any Indemnitor fails to give a Third Party Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described as provided 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 Indemnifying Party shall not consent to a settlement of, or the Indemnitee shall seek to resolve entry of any judgment arising from, any such dispute through negotiations and, if such is not resolved within 20 days, Third Party Claim without the Indemnitee may pursue an action or proceeding for the recovery prior written consent of the Damages claimed from any IndemnitorIndemnified Party (which consent shall not be unreasonably withheld or delayed). (bf) Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (g) Without limiting the generality of the foregoing, with respect to the measurement of Indemnifiable Damages, any Indemnified Party shall have the right to be put in the same financial position as they would have been had each of the representations and warranties of Buyer and the Shareholders, as applicable, been true and correct and had each of the covenants of Buyer and the Shareholders, as applicable, been performed in full. The amount of any Indemnifiable Damages otherwise payable to an Indemnified Party hereunder shall be reduced if the Indemnifiable Damages incurred by such Indemnified Party will provide such Indemnified Party with income tax deductions or credits. The amount of the reduction shall be the amount of the actual cash tax savings realized by such Indemnified Party as a result of such deductions or credits, discounted to its present value as of the date of the payment of the Indemnifiable Damages from the date such Indemnifiable Damages were incurred by such Buyer Indemnified Party at the rate of interest charged on such date by the Internal Revenue Service on underpayment of taxes. (h) The Indemnitee amount of any Indemnifiable Damages incurred or suffered by any Buyer Indemnified Party shall provide be calculated after giving effect to (i) any insurance proceeds actually received by such Buyer Indemnified Party with respect to such Indemnifiable Damages, less (A) the cost and expense of pursuing such insurance recovery, (B) the deductible associated therewith, and (C) the amount of all retro-premium obligations and reasonably anticipated premium increases resulting from such recovery, and (ii) any recoveries actually received by the Buyer Indemnified Party from any other third party, less the cost and expense of pursuing such recoveries. (i) Any payments made as indemnification under this Article VII shall be considered adjustments to the Indemnitor all information Purchase Price. (j) The Buyer Indemnified Parties’ right to indemnification under this Article VII shall not be affected by any investigation (including any environmental, regulatory or intellectual property investigation or assessment) conducted with respect to, or any knowledge acquired (or capable of being acquired) by, Buyer or any of its Affiliates or other representatives at any time, whether before or after the execution and documentation reasonably requested and necessary to support and verify any Damages that delivery of this Agreement or the Indemnitee believes give rise Closing Date, with respect to the claim for indemnification hereunder and accuracy or inaccuracy of or compliance with any representation, warranty, covenant or obligation. The waiver of any condition related to the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, reimbursement or other remedy based upon any such representation, warranty, covenant or obligation. (k) The Shareholders waive any defense arising by reason of any inability of any other obligor to pay or any defense based on bankruptcy or insolvency or other similar limitations on creditors’ remedies with respect to any other Person. The Shareholders shall give not have any right of subrogation with respect to the Indemnitor reasonable access to all booksCompany, records and personnel in the possession or under the control any Affiliate of the Indemnitee that would Company or any Buyer Indemnified Party, and the Shareholders waive any right to enforce any remedy which Buyer, any Affiliate of Buyer or any Buyer Indemnified Party now has or may hereafter have bearing on against any other Person and waive any benefit or any right to participate in any collateral or security whatsoever now or hereafter held by Buyer, any Affiliate of Buyer or any Buyer Indemnified Party. (l) To the fullest extent permitted by applicable law, no Shareholder shall have, and no such claimholder shall exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other right or remedy against the Company in connection with any indemnification obligation or any other liability to which such holder may become subject or which may be payable out of the Escrow Fund under or in connection with this Agreement.

General Indemnification Procedures. (a) In the event that any Party incurs or suffers any Damages with respect to which A party seeking indemnification may be sought by such Party pursuant to this Article 6 and 8 (an "Indemnified Party") shall give prompt notice to the party from whom such Party desires to assert an indemnification claim hereunder, the Party seeking indemnification is sought (the “Indemnitee”"Indemnifying Party") must assert of the claim by giving written assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought pursuant to this Article 8 and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any Liability hereunder (a “Claim Notice”) except to the extent that the Indemnifying Party has suffered actual prejudice thereby). Any time limitation specified in Section 8.1 above shall not apply to claims which have been the subject of notice from the Indemnified Party to the Indemnifying Party given in good faith prior to the expiration of such period, which notice specifies in reasonable detail the nature and basis of such claim. (b) For purposes of this Article 8, any and all references to a "Material Adverse Effect" in Seller's and Seller's Shareholder's representations and warranties shall be disregarded. For purposes of calculating the monetary amount of Adverse Consequences for which any claim may be made, a credit will be given to the extent of any insurance or Partiesother recovery received by Purchaser or Seller and Seller's Shareholder, as the case may be, resulting from whom indemnification is sought (each an “Indemnitor”), within such Adverse Consequences or from 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 matter giving rise 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 IndemnitorAdverse Consequences. (bc) The Indemnitee Neither Seller and/or Seller's Shareholder shall provide be required to indemnify Purchaser pursuant to this Article 8 unless or until the Indemnitor aggregate monetary amount of Adverse Consequences suffered by Purchaser exceeds $300,000.00, and in such event, Purchaser shall be entitled to indemnification for all information Adverse Consequences including the initial $300,000.00. (d) Company shall not be required to indemnify Seller or Seller's Shareholder pursuant to this Article 8 unless or until the aggregate monetary amount of Adverse Consequences suffered by Seller or Seller's Shareholder exceeds $100,000.00 and documentation reasonably requested and necessary in such event, Seller or Seller's Shareholder shall be entitled to support and verify any Damages that indemnification for all adverse consequences including the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claiminitial $100,000.00.

General Indemnification Procedures. (ai) In A party seeking indemnification pursuant to this Section 6.3 (an “Indemnified Party”) shall give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, the incurrence of any Damages, or the commencement of any action, suit or proceeding, of which it has knowledge and in respect of which indemnity may be sought hereunder, and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within twenty (20) days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense of such Third Party Claim, provided that (A) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any continuing material adverse effect on the Indemnified Party’s business and (B) the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such Third Party Claim (the conditions set forth in clauses (A) and (B) are collectively referred to as the “Litigation Conditions”); and provided further that in the event that any the Indemnifying Party incurs or suffers any Damages assumes the defense of such Third Party Claim, the Indemnifying Party agrees that, regardless whether it is otherwise required to indemnify the Indemnified Party hereunder with respect to such Third Party Claim, it will be responsible for the costs and fees of its attorneys and related litigation expenses incurred by it in the prosecution of the defense of such Third Party Claim (but not any other Damages arising out of, resulting from or relating to such Third Party Claim, the responsibility for which indemnification shall be governed exclusively by Section 6.3(a)). The Indemnifying Party assuming the defense of such Third Party Claim will use its commercially reasonable efforts, determined in accordance with its reasonable discretion, to vigorously defend such Third Party Claim. (ii) Within 10 Business Days after the Indemnifying Party has given notice to the Indemnified Party of its intended exercise of its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party so objects, the Indemnified Party shall continue to defend the Third Party Claim until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled to assume and conduct such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, until such time as the Indemnified Party shall give notice that any of the Litigation Conditions, in its reasonable judgment, are no longer satisfied. (iii) The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Third Party Claim which the other party is defending as provided in this Agreement. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is reasonably likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). (iv) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) and the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any compromise or settlement which commits the Indemnified Party to take, or to forbear to take, any action; provided, however, that the Indemnifying Party shall have the right to settle a Third Party Claim to the extent that the settlement solely involves the payment of monetary damages, provides for the unconditional release of the Indemnified Party and poses no reasonable danger of establishing a precedent that may be sought by adverse to the Indemnified Party’s interests. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party pursuant Claim involves equitable or other non-monetary relief, and shall have the right to this Article 6 and such settle any Third Party desires Claim involving monetary damages with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (v) Whether or not the Indemnifying Party chooses to assert an indemnification defend or prosecute any claim hereunderinvolving a third Person, the Party seeking other party hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (vi) Amounts paid in respect of indemnification obligations of the parties shall be treated as an adjustment to the Purchase Price. (vii) No action or claim for Damages arising out of or resulting from a breach of representations and warranties, a breach of the “Indemnitee”covenants and agreements contained in Section 4.1 or the indemnification provided for in Section 6.3(a)(i)(D) must assert shall be brought or made after the claim by giving expiration of the period set forth in Section 7.1; provided, however, that the foregoing time limitations shall not apply to any such claims which have been the subject of a written notice (a “Claim Notice”) from Purchaser to Seller or from Seller to Purchaser, as the case may be, prior to the end of such period, which notice specifies in reasonable detail the nature and basis for such claim. No Indemnified Party shall be entitled to indemnification for Damages incurred as a result of any breach of representations or warranties in this Agreement (provided that the limitation contained in clause (B) shall not apply to breaches of Section 2.1 or 2.2) unless (A) the amount of Damages incurred by the Purchaser Indemnified Parties or Seller Indemnified Parties, as the case may be, from whom indemnification is sought for any individual claim or group of related claims, thereunder, exceeds KRW 250,000,000 (each an a “IndemnitorPermitted Claim”) and (B) the aggregate amount of Damages incurred by the Purchaser Indemnified Parties or Seller Indemnified Parties, as the case may be, with respect to Permitted Claims exceeds in the aggregate KRW 8 billion (the “Deductible Amount”), within in which case the applicable Indemnifying Party shall then be liable for the amount that exceeds the Deductible Amount; provided, however, that (Y) at such time period described herein. The Claim Notice must state as the nature and basis Damages of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given Purchaser Indemnified Parties with respect to a third person claim must be accompanied by a copy breaches of any written notice of representations and warranties (other than the third person claimant. Each Indemnitor representations and warranties set forth in Sections 2.1, 2.2, 2.10(c) and 2.28) and with respect to whom a Claim Notice is given the indemnification set forth in Section 6.3(a)(i)(D) first exceeds KRW 80 billion, Seller 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 have no further indemnification obligations hereunder. If any Indemnitor fails with respect to give a Claim Response within breaches of representations and warranties (other than the Response Periodrepresentations and warranties set forth in Sections 2.1, 2.2, 2.10(c) and 2.28) and with respect to the indemnification set forth in Section 6.3(a)(i)(D) and (Z) at such Indemnitor time as the Damages of Seller Indemnified Parties with respect to breaches of representations and warranties (other than the representations and warranties set forth in Sections 3.1 and 3.2) first exceeds KRW 80 billion, Purchaser shall be deemed not to dispute the claim described in the related Claim Notice, or it have no further indemnification obligations hereunderwith respect thereto. 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 For purposes of calculating the amount of Damages incurred by the Indemnified Party arising out of or resulting from any breach of a representation or warranty by Seller or Purchaser, the references to a “Material Adverse Effect” or materiality (or other correlative terms, including as expressed in accounting concepts such claim as “US GAAP”) shall be conclusively deemed disregarded. The parties acknowledge that any limitation or condition of liability contained in this Section 6.3(b)(vii) is not applicable to be an obligation breaches of such Indemnitor (subject to any limitations otherwise described herein). If any Indemnitor shall be obligated to indemnify an Indemnitee hereundercovenants or agreements in this Agreement and the Excluded Liabilities, 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 except to the amount or manner of extent specifically provided herein. (viii) No right to indemnification under this AgreementSection 6.3 shall be limited by reason of any investigation or audit conducted before or after the Closing of any party hereto or the knowledge of such party of any breach of any representation, warranty, agreement or covenant by the Indemnitor other party at any time, or the decision by such party to complete the Closing. Notwithstanding anything to the contrary herein, Purchaser shall have the right, irrespective of any knowledge of or investigation by Purchaser, to rely fully on the representations, warranties 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 covenants of the Damages claimed from any IndemnitorSeller contained herein. (bix) The Indemnitee amount of any Damages for which indemnification is provided under this Section 6.3 shall provide be net of (A) any amounts recovered by the Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, (B) an amount equal to the Indemnitor all information Tax benefit (net of any Tax detriment), if any, attributable to such Damages if and documentation reasonably requested when actually realized and necessary (C) any insurance proceeds or other cash receipts or sources of reimbursement received as an offset against such Damages, net of any increase in premiums or retroactive premium adjustment attributable to support and verify any Damages that such recovery of insurance proceeds. (x) In the Indemnitee believes event the existence of a circumstance shall give rise to the claim a breach of more than one representation, warranty, covenant or agreement, any liability of an Indemnifying Party for indemnification hereunder under this Section 6.3 shall be determined without duplication of recovery. (xi) The indemnity provided in this Section 6.3 shall be the sole and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control exclusive remedy of the Indemnitee parties with respect to any and all claims for monetary Damages sustained or incurred arising out of this Agreement and the Transaction with respect to the other party hereto, except for claims for fraud or willful breach of the Agreement; provided that would have bearing on such claimthe foregoing shall not limit the right of either party to obtain specific performance or injunctive relief.

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 [**] 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)their respective choosing. 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.EXECUTION VERSION (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor all information and documentation reasonably requested and necessary to support and verify immediately succeeding sentence), the defense. The Indemnifying Party managing the defense shall not be liable for any Damages that litigation cost or expense incurred, without its consent, by the Indemnitee believes give rise to Indemnified Party (or an Indemnifying Party not managing the claim for indemnification hereunder and shall give defense) where the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of such Indemnifying Party; provided, however, that if the Indemnitee Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (c) The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against an Indemnified Party arising from any such Third Party Claim to the extent such Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any compromise or settlement that would have bearing on commits the Indemnified Party to take, or to forbear to take, any action. (d) The Parties shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

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 The Party seeking indemnification (the “Indemnitee”"Indemnified Party") must assert the claim by giving shall give written notice (a “Claim Notice”) to the other Party (the "Indemnifying Party") of any claim or Partiesthe commencement of any action, suit or proceeding in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the case Indemnifying Party may bereasonably request. Such notice shall be given as soon as practicable, from whom indemnification is sought (each an “Indemnitor”)but no later than 20 days after the time at which the Indemnified Party received notice of such claim, within action, suit or proceeding; provided, however, that failure to give such notice shall not relieve the applicable time period described hereinIndemnifying 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 in reasonable detail based on Indemnified Party unless (i) the information available to employment of counsel by the Indemnitee and, if the Claim Notice is being given with respect to a third person claim must be accompanied Indemnified Party has been authorized by a copy prior written consent of any written the Indemnifying Party, (ii) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the third person claimant. Each Indemnitor to whom a Claim Notice is given shall respond to any Indemnitee that commencement of the action, or (iii) the Indemnified Party has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the date reasonably concluded that the Claim Notice is givenuse of any counsel chosen by the Indemnifying Party to represent the Indemnified Party may present such counsel with a conflict of interest, in each of which cases the 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. 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, the Claim Response disputes the claim described Parties 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, 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimconnection therewith.

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. (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor all information and documentation reasonably requested and necessary to support and verify immediately succeeding sentence), the defense. The Indemnifying Party managing the defense shall not be liable for any Damages that litigation cost or expense incurred, without its consent, by the Indemnitee believes give rise to Indemnified Party (or an Indemnifying Party not managing the claim for indemnification hereunder and shall give defense) where the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of such Indemnifying Party; provided, however, that if the Indemnitee Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (c) The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against an Indemnified Party arising from any such Third Party Claim to the extent such Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any compromise or settlement that would have bearing on such claimcommits the Indemnified Party to take, or to forbear to take, any action.

General Indemnification Procedures. (a) A Person entitled to make a claim for indemnification under Section 8.1 (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 or the Transaction Document 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 Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderunder Section 8.1 or 8.2 (a "THIRD-PARTY CLAIM"), 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 Article 8, 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. (b) The Indemnitee After any final judgment or award shall provide have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement (which is reasonably acceptable to the Indemnitor all information Indemnifying Party) shall have been consummated, or the Indemnified Party and documentation reasonably requested and necessary the Indemnifying Party shall have arrived at a mutually binding agreement with respect to support and verify any Damages that the Indemnitee believes give rise to the a claim for indemnification hereunder under Section 8.1, including any Third-Party Claim, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement, with respect to such matter and the Indemnifying Party shall give be required to make payment of all sums so due and owing to such Indemnified Party by wire transfer of immediately available funds within ten (10) Business Days after the Indemnitor reasonable access to all books, records and personnel in the possession or under the control date of such notice. (c) The failure of the Indemnitee Indemnified Party to give reasonably prompt notice of any Third-Party Claim shall not release, waive or otherwise affect the Indemnifying Party's obligations with respect thereto except to the extent that would have bearing on the Indemnifying Party can demonstrate actual loss and prejudice as a result of such claimfailure.

General Indemnification Procedures. (a) The Indemnitee shall give prompt notice to the Indemnitor stating the amount of the Claim, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises In the event that of any Party incurs claim, litigation, investigation or suffers proceeding asserted or threatened against the Indemnitee by any Damages with respect third party which is reasonably likely to which indemnification may be sought by such Party pursuant give rise to this Article 6 and such Party desires to assert an indemnification claim a Claim against the Indemnitor hereunder, the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving written Indemnitee shall give prompt notice (a “Claim Notice”) to the Party or PartiesIndemnitor within thirty (30) days after receipt by the Indemnitee of notice of such Claim, 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 stating the nature and basis of such claim, litigation, investigation or proceeding and the claim amount thereof, in reasonable detail based on the information available detail, to the Indemnitee and, if extent then known by the Indemnitee. A Claim Notice is being given with respect to not involving a third person claim must party may be accompanied asserted by a copy of any written the Indemnitee by notice to the Indemnitor. Failure of the third person claimant. Each Indemnitee to provide any such notice to the Indemnitor shall not relive the Indemnitor of its obligations except to whom a Claim Notice is given shall respond to any Indemnitee that has given a Claim Notice the extent (a “Claim Response”if any) 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 Indemnitorhave been prejudiced thereby. (b) The Indemnitee shall provide keep the Indemnitor fully informed as to the status of each such claim, litigation, investigation or proceeding and, unless the Indemnitor exercises the right of control set forth in the following sentence, shall use all reasonable efforts to defend such claim, litigation, investigation or proceeding with its own legal counsel and present and pursue any defense reasonably suggested by the Indemnitor or its counsel, The Indemnitor shall have the right to participate in such third party claim or litigation by counsel and accountants, at its own expense, and, upon notice to the Indemnitor, to assume and control, at its own expense, the defense or prosecution thereof, as the case may be, with counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed), unless (i) the assumption or control of such defense or prosecution by the Indemnitee has been authorized in writing by the Indemnitor, (ii) the Indemnitee has reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnitor all information (in which case the Indemnitor will not have the right to direct, assume or control only such separate defenses) or (iii) the Indemnitor has not in fact employed counsel to assume the defense or prosecution of such action within a reasonable time after receiving notice of the commencement thereof, in each of which cases the reasonable fees and documentation reasonably requested expenses of counsel will be paid by the Indemnitor, and necessary to support and verify any Damages that the Indemnitee believes shall assume and control the defense or prosecution of such action or portion thereof, as the case may be, and the Indemnitor shall reimburse or pay such fees and expenses as they are incurred. If the Indemnitor assumes such defense or prosecution, it shall have no liability for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, litigation, investigation or proceeding (other than the reasonable out-of-pocket costs and attorneys' fees of investigation and cooperation with the Indemnitor that may be requested by the Indemnitor in such defense or prosecution) but the Indemnitor shall thereafter indemnify and hold the Indemnitee and its Affiliates harmless from and against all other Damages with respect to such claim, litigation, investigation or proceeding in accordance with and to the extent provided by the terms of this Agreement. Notwithstanding the foregoing, the Indemnitee shall not make, or offer to make, any settlement of any claim, litigation, investigation or proceeding which might give rise to a right of indemnification from the claim Indemnitor without the consent of such Indemnitor, which consent shall not be unreasonably withheld or delayed; PROVIDED THAT the Indemnitee may do so without such consent if it elects to waive its right of indemnification with respect to such settlement in connection with such claim, litigation, investigation or proceeding or the Indemnitor refuses to acknowledge liability for indemnification hereunder and shall give the Indemnitor reasonable access under this Agreement and/or declines to all books, records and personnel in the possession or under the control of defend the Indemnitee that would have bearing on in such claim, litigation or proceeding, in each case after notice and a reasonable opportunity to evaluate the claim.

General Indemnification Procedures. Subject to Section 7.4(b) above: (a) In the event that any Party incurs All indemnification claims in respect of a Party, its Affiliates, or suffers any Damages with respect to which indemnification may its or their respective agents, directors, officers or employees shall be sought made solely by such Party to this Agreement (the “Indemnified Party”). An Indemnified Party seeking indemnification 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 ARTICLE X 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”)) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under this ARTICLE X, within or the applicable time period described herein. The commencement or assertion of any Third Party Claim Notice must state (which in no event includes any claim by any Huadong Party or any vTv Party) in respect of which indemnity may be sought hereunder, and shall give the nature and basis of the claim in reasonable detail based on 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 by a copy of any written notice of indemnified matter as 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 Indemnifying Party may pursue an action or proceeding for the recovery of the Damages claimed from any Indemnitorreasonably request. (b) The Indemnitee An Indemnified Party shall provide not make any admission concerning any 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 or the failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages extent that the Indemnitee believes give rise ability of the Indemnifying Party to defend such Third Party Claim is prejudiced thereby (and no admission required by applicable Law or 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 claim for indemnification hereunder Indemnified Party. Subject to the initial and continuing satisfaction of the terms and conditions of this ARTICLE X, the Indemnifying Party shall give have full control of such Third Party Claim, including settlement negotiations and any legal proceedings. If the Indemnitor Indemnifying Party does not assume the defense of such Third Party Claim in accordance with this Section 10.3, the Indemnified Party may defend the Third Party Claim at the Indemnifying Party’s reasonable access cost and expense. If both Parties are Indemnifying Parties with respect to all booksthe same Third Party Claim, records and personnel 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 possession defense thereof. Should the Indemnifying Parties be unable to mutually agree on which of them shall assume the lead role in the defense of such Third Party Claim, both Indemnifying Parties shall be entitled to participate in such defense through counsel of their respective choosing. (c) Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall have the right to participate in (but not control), at its own expense (subject to the immediately succeeding sentence), the defense. The Indemnifying Party managing the defense shall not be liable for any litigation cost or expense incurred, without its consent, by the Indemnified Party where the action or proceeding is under the control of such Indemnifying Party; provided, however, that if the Indemnitee Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (d) The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against an Indemnified Party arising from any such Third Party Claim to the extent such Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party. No Party shall, without the prior written consent of the other Party or the Indemnified Party, enter into any compromise or settlement that would have bearing on commits the other Party or the Indemnified Party to take, or to forbear to take, any action. (e) The Parties shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith; provided, however, that the Indemnifying Party shall reimburse the Indemnified Party for any out-of-pocket expenses actually and reasonably incurred in connection with any such cooperation. (f) Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this ARTICLE X, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party. (g) The Parties agree and acknowledge that the provisions of this ARTICLE X represent the Indemnified Party’s exclusive recourse with respect to any Losses for which indemnification is provided to the Indemnified Party under this ARTICLE X.

General Indemnification Procedures. (a) In A party seeking indemnification pursuant to this Section 7.4 (an "Indemnified Party") shall give prompt written notice to the event that party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Party incurs claim, the incurrence Ohio of any Damages, or suffers the commencement of any Damages with action, suit or proceeding, of which it has knowledge and in respect to of which indemnification indemnity may be sought by such Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunder, and will give the Indemnifying Party seeking indemnification (such information with respect thereto as the “Indemnitee”) must assert Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the claim Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by giving written notice to the Indemnified Party after receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a “"Third Party Claim"), to assume the defense of such Third Party Claim Notice”which involves (and continues to involve) solely monetary damages; provided, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, solely the Indemnifying Party shall be obligated to satisfy and discharge the Third Party Claim, (B) such Third Party Claim does not include a request or demand for injunctive or other equitable relief by an Authority and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that is reasonably likely to result. The Indemnifying Party shall be deemed to have satisfied the condition set forth in clause (C) of the proceeding sentence if it is a regulated utility. (b) Neither the Indemnified Party nor the Indemnifying Party shall settle any Third Party Claim without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. (c) The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, 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 defense of any written notice of Third Party Claim which the third person claimant. Each Indemnitor to whom a Claim Notice other party 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 defending as provided 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. (bd) The Indemnitee Amounts paid in respect of indemnification obligations of the parties shall provide be treated as an adjustment to the Indemnitor Purchase Price. (e) Subject to Section 7.4.2(f) and Section 7.4.2(i), neither Parent nor Buyer (and the other Persons for which they can claim indemnity hereunder) shall be entitled to indemnification for Damages incurred unless the aggregate amount of Damages incurred by Parent or Buyer (or the other Persons for which they can claim indemnification), together with all information and documentation reasonably requested and necessary to support and verify any other claims for Damages that under Section 7.4.2(e) of each of the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all booksRelated Purchase Agreements, records and personnel exceeds $6,123,000 in the possession or under aggregate (the control "Threshold Amount"), in which case Seller shall then be liable for Damages in excess of the Indemnitee Threshold Amount. Subject to Section 7.4.2(f) and Section 7.4.2(i), the cumulative aggregate indemnity obligation of Citizens and its Affiliates under Section 7.4 of this Agreement and the Related Purchase Agreements shall not exceed $60,000,000 (the "Ceiling"). (f) Notwithstanding the foregoing, the parties acknowledge that would have bearing on such claim.Parent or Buyer (and the other Persons for which they can claim indemnity hereunder) shall be entitled to indemnification for Damages in respect of intentional and wilful breaches of covenants or agreements in this Agreement or any of the Retained Liabilities other than the Specified Ohio

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 the recovery settlement of the Damages claimed from any Indemnitor. (b) such Claim. The Indemnitee indemnified party shall provide promptly supply to the Indemnitor 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 documentation reasonably requested and necessary to support and verify explanation of any Damages that the Indemnitee believes give rise material provided hereunder, to the claim for indemnification hereunder extent such information or explanation is readily available and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under within the control of the Indemnitee 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 applicable 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 would the requesting party shall be able to readily access such records and information. 7.6.2 After any final judgment or award shall have bearing on been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by the indemnifying party pursuant to this Agreement with respect to such claimmatter and the indemnifying party shall be required to pay all of the sums so due and owing to the indemnified party by wire transfer of immediately available funds within ten (10) Business Days after the date of such notice. 7.6.3 The failure of the indemnified party to give reasonably prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party's obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss and prejudice as a result of such failure.

General Indemnification Procedures. (ai) In The Seller or Purchaser seeking indemnification pursuant to this Section (an “Indemnified Party”) shall give prompt notice to the event that other party (either Purchaser its successors and assigns or Seller, respectively) from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any Party incurs claim, or suffers the commencement of any Damages with action, suit or proceeding, in respect to of which indemnification indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable 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 to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a “Claim NoticeThird Party Claim”), to assume the defense of such Third Party Claim. (ii) to the The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, the applicable time period described hereindefense of any Third Party Claim which the other is defending as provided in this Agreement. (iii) The Claim Notice must state the nature and basis of the claim in reasonable detail based on the information available to the Indemnitee andIndemnifying Party, if it shall have assumed the Claim Notice is being given with respect to a third person claim must be accompanied by a copy defense of any written notice of the third person claimant. Each Indemnitor to whom a Third Party 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 as provided 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, shall not consent to a settlement of, or the Indemnitor and entry of any judgment arising from, any such Third Party Claim without 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 prior written consent of the Damages claimed from Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any Indemnitor. (b) compromise or settlement which commits the Indemnified Party to take, or to forbear to take, any action. The Indemnitee Indemnified Party shall provide have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder extent such Third Party Claim involves equitable or other non-monetary relief, and shall give have the Indemnitor reasonable access right to all books, records and personnel in settle any Third Party Claim involving monetary damages with the possession or under the control written consent of the Indemnitee that would have bearing on such claimIndemnifying Party, which consent shall not 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 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim.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 commencement of any action, suit or proceeding in respect of which indemnity 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 thirty (30) days of the applicable time period described hereinat which the Indemnified Party received notice of such claim, action, suit or proceeding. 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 in reasonable detail based on Indemnified Party unless (i) the information employment of counsel by the Indemnified Party has been authorized by the prior written consent of the Indemnifying Party, (ii) the Indemnified Party and its counsel have reasonably concluded that there may be legal defenses available to the Indemnitee andIndemnified Party that are different from or in addition to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnified Party) or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, if in each of which cases the Claim Notice is being given 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; provided , however, that with respect to a third person claim must Clause (ii) of this Section 9.3(a), the Indemnifying Party shall not be accompanied responsible for such fees and expenses of Indemnified Party's counsel with respect to defenses already being asserted by a copy of any written notice of the third person claimantIndemnifying Party. 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, 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation testimony, and attend such conferences, discovery proceedings, hearing, trials and appeals, as may be reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimconnection therewith.

General Indemnification Procedures. (a) In the event that If Purchaser or any Party incurs of its Affiliates or suffers any Damages with respect to which their respective representatives shall seek indemnification may be sought by such Party pursuant to this Article 6 and Section 8.2 hereof or Seller or any of its Affiliates or their respective representatives shall seek indemnification pursuant to Section 8.3 hereof, such Party desires to assert an indemnification claim hereunder, the Party party seeking indemnification (the “Indemnitee”"Indemnified 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, party from whom such indemnification is sought (each an “Indemnitor”the "Indemnifying Party"), within the applicable time period described herein. The Claim Notice must state the nature stating all facts and basis of the claim in reasonable detail based on the information available circumstances known 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise Indemnified Party relating to the claim for which indemnification hereunder is sought, the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of the Indemnifying Party under this Article VIII with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article VIII ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnitor reasonable access Indemnifying Party notice of such Third Party Claim as soon as practicable but in no event later than ten days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to all booksprovide such notice shall not release the Indemnifying Party from any of his or its obligations under this Article VIII except to the extent the Indemnifying Party is materially prejudiced by such failure, records and personnel shall not relieve the Indemnifying Party from any other obligation or liability that he or it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing his or its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at his or its expense and through counsel reasonably satisfactory to the Indemnified Party if he or it gives notice of his or its intention to do so to the Indemnified Party within ten days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, the Indemnified Party shall be entitled to retain his or its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. Notwithstanding the foregoing, if any Indemnified Party determines in good faith that there is a reasonable probability that an action may materially and adversely affect him or it or his or its Affiliates, other than as a result of monetary damages, such Indemnified Party may, by written notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such action, but the Indemnifying Party shall not be bound by or required to indemnify the Indemnified Party for any loss or damage incurred in connection with any determination of an action so defended or any compromise or settlement thereof effected by the Indemnified Party without the Indemnifying Party's prior written consent. In the event the Indemnifying Party exercises the right to undertake a defense against a Third Party Claim as provided herein, the Indemnified Party shall make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No Third Party Claim may be settled by the Indemnifying Party in a manner which does not involve the complete release of the Indemnitee that would Indemnified Party without the written consent of the Indemnified Party. The Indemnified Party will have bearing on no liability with respect to any compromise or settlement of such claimclaims effected without its consent. If notice is given to an Indemnifying Party of the commencement of any proceeding and the Indemnifying Party does not, within ten days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense of such proceeding, the Indemnified Party shall have the right to defend such proceeding. However, if the Indemnifying Party subsequently notifies the Indemnified Party of its intent to assume the defense of such proceeding, the Indemnified Party shall permit the assumption of the defense by the Indemnifying Party. In no event will the Indemnifying Party be bound by any determination made in such proceeding or any compromise or settlement effected by the Indemnified Party, without the written consent of the Indemnifying Party.

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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim.received by

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. (b) The Indemnitee shall provide to the Indemnitor on request all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim. (c) Except as hereinafter provided, in the case of third party claims for which indemnification is sought, the Indemnitor shall have the option: (x) to conduct any proceedings or negotiations in connection therewith, (y) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee (which consent shall not be unreasonably withheld, it being understood that it shall not be unreasonable for the Indemnitee to withhold its consent from any settlement which (1) commits the Indemnitee to take, or to forbear to take, any action, or (2) does not provide for a complete release of the Indemnitee by such third party)), and (z) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel (a "Voluntary Participation") in any proceedings relating to any third party claim. The Indemnitor shall, within 45 days of receipt of the Claim Notice, notify the Indemnitee of its intention to assume the defense of the claim (a "Defense Notice"). Until the Indemnitee has received the Defense Notice, the Indemnitee shall take reasonable steps to defend (but may not settle) the claim. If the Indemnitor declines to assume the defense of any such claim or fails to give a Defense Notice within 45 days after receipt of the Claim Notice, the Indemnitee shall defend (a) the third party claim involves principally monetary damages; and (b) the Indemnitor shall have expressly agreed in writing that, as between the Indemnitor and the Indemnitee, the Indemnitor shall be solely obligated to satisfy and discharge such third party claim. Damages payable hereunder shall be appropriately adjusted to reflect the receipt of insurance proceeds, tax benefits and detriments and proceeds received with respect to condemnation, expropriation or eminent domain proceedings.

General Indemnification Procedures. (a) In the event that any Party incurs or suffers any Damages with respect to which A party seeking 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 8 shall give prompt notice (a “Claim Notice”) to the party from whom such indemnification is sought of the assertion of any claim, -42- 43 or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought pursuant to this Article 8 and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any Liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). Any time limitation specified in Section 8.1 above shall not apply to claims which have been the subject of notice from the Indemnified Party to the Indemnifying Party given in good faith prior to the expiration of such period, which notice specifies in reasonable detail the nature and basis of such claim. (b) For purposes of this Article 8, any and all references to a "Material Adverse Effect" in Seller's and Seller's Shareholder's representations and warranties shall be disregarded. For purposes of calculating the monetary amount of Adverse Consequences for which any claim may be made, a credit will be given to the extent of any insurance or Partiesother recovery received by Purchaser or Seller and Seller's Shareholder, as the case may be, resulting from whom indemnification is sought (each an “Indemnitor”), within such Adverse Consequences or from 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 matter giving rise 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 IndemnitorAdverse Consequences. (bc) The Indemnitee Neither Seller and/or Seller's Shareholder shall provide be required to indemnify Purchaser pursuant to this Article 8 unless or until the Indemnitor aggregate monetary amount of Adverse Consequences suffered by Purchaser exceeds $300,000.00, and in such event, Purchaser shall be entitled to indemnification for all information Adverse Consequences including the initial $300,000.00. (d) Purchaser shall not be required to indemnify Seller or Seller's Shareholder pursuant to this Article 8 unless or until the aggregate monetary amount of Adverse Consequences suffered by Seller or Seller's Shareholder exceeds $100,000.00 and documentation reasonably requested and necessary in such event, Seller or Seller's Shareholder shall be entitled to support and verify any Damages that indemnification for all adverse consequences including the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claiminitial $100,000.00.

General Indemnification Procedures. (a) In the event that any Party incurs or suffers any Damages with respect to which A party seeking indemnification may be sought by such Party pursuant to this Article 6 and such Party desires to assert Section 19 (an indemnification claim hereunder, the Party seeking indemnification (the “Indemnitee”"Indemnified 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, party from whom such indemnification is sought (each an “Indemnitor”the "Indemnifying Party") of the assertion of any claim, or the commencement of any action, suit or proceedings, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within 15 days of receipt of written notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), within to assume the applicable time period described herein. The defense of such Third Party Claim Notice must state the nature and basis of the claim in reasonable detail based on the information available with counsel acceptable 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 IndemnitorIndemnified Party. (b) The Indemnitee Indemnified Party shall provide have the right to participate, at its own expense, in the defense of any Third Party Claim that the Indemnifying Party is defending. (c) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim, shall have the sole and exclusive right to consent to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise entry of judgment with respect to, or otherwise settle such Third Party Claim only to the claim for indemnification hereunder and shall give extent such settlement requires only the Indemnitor reasonable access to payment of money damages, all booksof which will be paid by the Indemnifying Party. If such settlement requires any other action by the Indemnified Party or if such settlement would have, records and personnel in the possession or under the control reasonable judgment of the Indemnitee that would Indemnified Party, a material adverse effect on the Indemnified Party's business (including any material impairment of its relationships with third parties related to the Indemnified Party's business), then such settlement shall only be made with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. The Indemnified Party shall have bearing the sole and exclusive right to settle any Third Party Claim, on such claim.terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-

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. (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor all information and documentation reasonably requested and necessary to support and verify immediately succeeding sentence), the defense. The Indemnifying Party managing the defense shall not be liable for any Damages that litigation cost or expense incurred, without its consent, by the Indemnitee believes give rise to Indemnified Party (or an Indemnifying Party not managing the claim for indemnification hereunder and shall give defense) where the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of such Indemnifying Party; provided, however, that if the Indemnitee that would have bearing on Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such claimThird Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith.

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. (b) The Indemnitee shall provide to the Indemnitor on request all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim. (c) Except as hereinafter provided, in the case of third party claims for which indemnification is sought, the Indemnitor shall have the option: (x) to conduct any proceedings or negotiations in connection therewith, (y) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee (which consent shall not be unreasonably withheld, it being understood that it shall not be unreasonable for the Indemnitee to withhold its consent from any settlement which (1) commits the Indemnitee to take, or to forbear to take, any action, or (2) does not provide for

General Indemnification Procedures. (a) In the event that any Party Buyer Indemnitee or Seller Indemnitee incurs or suffers any Damages with respect to which indemnification may be sought by such Party Buyer Indemnitee or Seller Indemnitee pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunderVI, 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 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 Person claim, must be accompanied by a copy of any written notice received by the Indemnitee from the third Person claimant. If the Claim Notice is being given by reason of any third Person claim, it shall be given within 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 with respect to any claim other than a third person claimantclaim, or to give the Claim Notice within such time period with respect to a third Person claim, shall not relieve the Indemnitor of any liability for indemnification under this Article VI, except to the extent that the Indemnitor is actually prejudiced thereby. 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 10 Business 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 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, 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 (i) the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. entitled or, or (ii) 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 become liquidated and determined (but only with respect to the portion that has become liquidated and determined). (b) 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, 30 days after the date on which all or any part of such Damages shall have become liquidated and determined (but only with respect to the portion that has 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. (bc) The Indemnitee shall provide to the Indemnitor on request all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claim. (d) Except as hereinafter provided, in the case of third Person claims for which indemnification is sought, the Indemnitor shall have the option: (i) to conduct any proceedings or negotiations in connection therewith, (ii) to take all other steps to settle or defend any such claim (provided that the Indemnitor shall not settle any such claim without the consent of the Indemnitee (which consent shall not be unreasonably withheld, it being understood that it shall not be unreasonable for the Indemnitee to withhold its consent from any settlement which (1) commits the Indemnitee to take, or to forbear to take, any action, or (2) does not provide for a complete release of the Indemnitee by such third Person)), and (iii) to employ counsel to contest any such claim or liability in the name of the Indemnitee or otherwise. In any event, the Indemnitee shall be entitled to participate at its own expense and by its own counsel (a "Voluntary Participation") in any proceedings relating to any third Person claim. The Indemnitor shall, within 45 days of receipt of the Claim Notice, notify the Indemnitee of its intention to assume the defense of the claim (a "Defense Notice"). Until the Indemnitee has received the Defense Notice, the Indemnitee shall take reasonable steps to defend (but may not settle) the claim. If the Indemnitor declines to assume the defense of any such claim or fails to give a Defense Notice within 45 days after receipt of the Claim Notice, the Indemnitee shall defend against the claim but shall not settle such claim without the consent of the Indemnitor (which consent shall not be unreasonably withheld). The expenses of all proceedings, contests or lawsuits (other than those incurred in a Voluntary Participation) with respect to claims as to which a party is entitled to indemnification under this Article VI shall represent indemnifiable Damages under this Agreement. If the Indemnitor assumes the defense of a third Person claim, the Indemnitor shall not be liable to any Indemnitees for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnitees in connection with the defense thereof, except that if the Indemnitor elects not to assume such defense, or counsel for the Indemnitees advises that there are bona fide issues that raise conflicts of interest between the Indemnitor and Indemnitees, the Indemnitees may retain one counsel satisfactory to them, and Indemnitor shall pay all reasonable fees and expenses of such counsel for the Indemnitees promptly as statements therefor are received. If such indemnity is not available with respect to any Indemnitee, then the Indemnitor and the Indemnitee shall contribute to the amount payable in such proportion as is appropriate to reflect relative faults. So long as the Indemnitor is defending in good faith such third party Damage, the Indemnitee shall not settle or compromise such third party claim without the Indemnitor's prior written consent (which consent shall not be unreasonably withheld). Regardless of which party shall assume the defense of the claim, the parties shall cooperate fully with one another in connection therewith. Notwithstanding the foregoing, the Indemnitor shall not be entitled (except with the consent of the Indemnitee) to take any of the actions referred to in clauses (i), (ii) or (iii) of the first sentence of this subparagraph unless: (x) the third Person claim involves solely monetary damages; (y) the Indemnitor shall have expressly agreed in writing that, as between the Indemnitor and the Indemnitee, the Indemnitor shall be solely obligated to satisfy and discharge such third Person claim; and (z) if reasonably requested to do so by the Indemnitee, the Indemnitor shall have made reasonably adequate provision to ensure the Indemnitee of the financial ability of the Indemnitor to satisfy the full amount of any adverse monetary judgment that may result from such third Person claim.

General Indemnification Procedures. Subject to Section 7.3(b) above: (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 X (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 Newsoara Party or any vTv 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 X, 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 10.3, 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. (b) The Indemnitee Any Indemnified Party or Indemnifying Party not managing the defense of a Third Party Claim shall provide have the right to participate in (but not control), at its own expense (subject to the Indemnitor all information and documentation reasonably requested and necessary to support and verify immediately succeeding sentence), the defense. The Indemnifying Party managing the defense shall not be liable for any Damages that litigation cost or expense incurred, without its consent, by the Indemnitee believes give rise to Indemnified Party where the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession action or proceeding is under the control of such Indemnifying Party; provided, however, that if the Indemnitee Indemnifying Party managing the defense fails to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party managing the defense will be liable for all reasonable costs or expenses paid or incurred in connection therewith. (c) The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment against an Indemnified Party arising from any such Third Party Claim to the extent such Third Party Claim involves equitable or other non-monetary relief from the Indemnified Party. No Party shall, without the prior written consent of the other Party or the Indemnified Party, enter into any compromise or settlement that would have bearing on commits the other Party or the Indemnified Party to take, or to forbear to take, any action. (d) The Parties shall cooperate in the defense or prosecution of any Third Party Claim and shall furnish such claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith; provided, however, that the Indemnifying Party shall reimburse the Indemnified Party for any out-of-pocket expenses actually and reasonably incurred in connection with any such cooperation. (e) Any indemnification hereunder shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties; provided, however, that if, following the payment to the Indemnified Party of any amount under this ARTICLE X, such Indemnified Party recovers any such insurance proceeds in respect of the claim for which such indemnification payment was made, the Indemnified Party shall promptly pay an amount equal to the amount of such proceeds (but not exceeding the amount of such net indemnification payment) to the Indemnifying Party. (f) The Parties agree and acknowledge that the provisions of this ARTICLE X represent the Indemnified Party’s exclusive recourse with respect to any Losses for which indemnification is provided to the Indemnified Party under this ARTICLE X.

General Indemnification Procedures. (a) In A party seeking indemnification (an “Indemnified Party”) shall give prompt notice, in accordance with Section 10.02(b)(i) or Section 10.03(b)(i), as applicable, to the event Party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim for Indemnifiable Damages or the commencement of any action, suit or Proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent that the Indemnifying Party has suffered actual prejudice thereby). If any Indemnifying Party incurs or suffers any Damages shall be obligated to indemnify an Indemnified Party hereunder, such Indemnifying Party shall pay to such Indemnified Party the amount to which such Indemnified Party shall be entitled, subject to this Section 10.04 (with respect to Third Party Claims) and Section 14.18. (b) The Indemnifying Party shall have the option, exercisable by written notice to the Indemnified Party within fifteen (15) Business Days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or Proceeding by a Person not a party to this Agreement (other than an Affiliate of any Party) in respect of which indemnification indemnity 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 hereunder (a “Third Party Claim”), to assume the defense and control the settlement of such Third Party Claim Noticewhich involves (and continues to involve) solely monetary damages; provided that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim; (B) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any continuing Material Adverse Effect on the Indemnified Party; and (C) the Indemnifying Party makes reasonably adequate provision to assure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result (the conditions set forth in clauses (A), (B) and (C) are collectively referred to as the “Litigation Conditions”). (c) Within fifteen (15) Business Days after the Indemnifying Party has given written notice to the Indemnified Party of its intended exercise of its right to defend and control the right to settle a Third Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party so objects, the Indemnified Party shall continue to defend the Third Party Claim until such time as such objection is withdrawn. If no such notice of objection is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled to assume and conduct such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, until such time as the Indemnified Party shall give notice that any of the Litigation Conditions, in its reasonable judgment, are no longer satisfied. If the Indemnified Party is defending the claim after it has made an objection based upon the Litigation Conditions, the Indemnifying Party shall thereafter remain obligated to pay the amount found to be owing to, or agreed to in a settlement made pursuant to Section 10.04(e) with, the third party with respect to such Third Party Claim, and shall be obligated to pay the costs (including reasonable attorneys’ fees and expenses) incurred by the Indemnified Party defending such Third Party Claim. The Indemnified Party shall defend any Third Party Claim with counsel selected by it and reasonably acceptable to the Indemnifying Party. (d) The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, the applicable time period described hereindefense of any Third Party Claim which the other is defending as provided in this Agreement. (e) Unless the Indemnifying Party shall have assumed the defense of such Third Party Claim, the Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim on such terms and conditions as it deems reasonably appropriate. The If the Indemnifying Party shall have assumed the defense of any Third Party Claim Notice must state as provided in this Agreement, shall not consent to a settlement of, or the nature and basis entry of any judgment arising from, any such Third Party Claim without the prior written consent of the claim Indemnified Party (which consent shall not be unreasonably withheld or delayed). (f) Regardless of whether the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all the Parties shall cooperate in reasonable detail based on the defense or prosecution thereof and shall furnish such records, information available to and testimony, and attend such conferences, discovery Proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (g) Without limiting the Indemnitee andgenerality of the foregoing, if the Claim Notice is being given with respect to a third person claim must the measurement of Indemnifiable Damages, any Indemnified Party shall have the right to be accompanied by a copy put in the same financial position as they would have been had each of the representations and warranties of Seller and the Principal Shareholders, as applicable, been true and correct and had each of the covenants of Seller and the Principal Shareholders, as applicable, been performed in full. The amount of any written notice Indemnifiable Damages otherwise payable to an Indemnified Party hereunder shall be reduced if the Indemnifiable Damages incurred by such Indemnified Party will provide such Indemnified Party with income Tax deductions or credits. The amount 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 reduction 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 the actual cash Tax savings realized by such claim shall be conclusively deemed to be an obligation Indemnified Party as a result of such Indemnitor (subject deductions or credits, discounted 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 its present value as 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 date of the Damages claimed from any Indemnitor. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control payment of the Indemnitee that would have bearing Indemnifiable Damages from the date such Indemnifiable Damages were incurred by such Buyer Indemnified Party at the rate of interest charged on such claimdate by the Internal Revenue Service on underpayment of taxes.

General Indemnification Procedures. (a) In Any Claim for indemnification shall be made by providing notice of an expected Indemnifiable Loss within eighteen (18) months of the event Closing Date as follows: (i) With respect to an expected Indemnifiable Loss related to a Third-Party Claim for which an Indemnified Party seeks indemnification under this Article 4, by giving written notice promptly after such Indemnified Party receives notice or otherwise becomes aware of the commencement of the judicial (criminal or civil), administrative or arbitral action, suit (including cross-claims and counter-claims), proceeding (public or private), investigation, claim, demand, hearing, inquiry, subpoena, governmental allegation or proceeding, including any of the foregoing as to which the response may be a voluntary disclosure or rebilling (each, a "THIRD-PARTY CLAIM"), against such Indemnified Party, the Company or any Company Subsidiary. Such notice shall be delivered to counsel for the Stockholders (designated by the Stockholders' Representative) pursuant to a common interest agreement and shall: (A) identify the provision(s) of this Agreement upon which such Claim is based, (B) include true and correct copies of any written document related to such Claim furnished to the Indemnified Party by the Person asserting such Claim, including all correspondence received from the applicable governmental authority involved in such Claim, and (C) describe in reasonable detail the nature of the Claim and the facts and circumstances giving rise thereto, including a good faith estimate of the amount believed to be in controversy and the basis for such estimate, the governmental authority involved and specifying the Company Facility or Company Facilities and the relevant service, contract or transaction to which the Claim relates as well as the time periods covered. The parties agree that the good faith estimate of the amount believed to be in controversy shall be the basis for a determination as to whether the Deductible has been met. (ii) With respect to any expected Indemnifiable Loss related to a Voluntary Disclosure Claim for which an Indemnified Party incurs seeks indemnification, by giving written notice promptly upon making such voluntary disclosure or suffers upon submitting such rebilling. Such notice shall be delivered to counsel for the Stockholders (designated by the Stockholders' Representative) pursuant to a common interest agreement and shall (A) identify the provision(s) of this Agreement upon which such Claim is based and (B) describe in reasonable detail the nature of the Claim and the facts and circumstances giving rise thereto, including a good faith estimate of the amount believed to be in controversy, and the governmental authority involved and specifying the Company Facility or Company Facilities and the relevant service, contract or transaction to which the Claim relates as well as the time periods covered. With respect to Indemnifiable Losses relating to any Damages Voluntary Disclosure Claim, the Indemnified Party may estimate the size of the expected Indemnifiable Loss in good faith based upon all information available (and shall provide all such information to the Stockholders' Representative) in order to determine whether the Deductible has been met. Prior to any voluntary disclosure or rebilling which may result in an Indemnifiable Loss hereunder, the Indemnified Party shall notify the Stockholders' Representative of the potential voluntary disclosure or rebilling and shall consult with the Stockholders' Representative, or Stockholders' counsel reasonably satisfactory to the Indemnified Party, with respect thereto. Subject to Section 4.03(e), no Indemnified Party shall settle or compromise any Voluntary Disclosure Claim or make any admission of guilt or liability with respect thereto without the prior written consent of the Stockholders' Representative, which shall not be unreasonably withheld, unless such settlement or compromise does not involve any Indemnifiable Losses for which an Indemnified Party is entitled to indemnification pursuant to Section 4.01. Any Indemnifiable Losses incurred as a result of (1) a voluntary disclosure or rebilling which is made in response to or after being contacted by a governmental authority or (2) an action taken by a Governmental Authority that would constitute a Third-Party Claim which is taken in response to a voluntary disclosure or rebilling shall be treated as a Third-Party Claim for all purposes under this Agreement and, among other things, the procedures set forth in Sections 4.03(a)(i) through 4.03(a)(iv) and 4.03(b) shall apply. (iii) The Stockholders shall have the right, at their sole option and expense, to assume control of the defense of any Third-Party Claim (other than those related to a self-disclosure or rebilling not related to an inquiry by any governmental authority) which relates to any Indemnifiable Losses hereunder with respect to which an Indemnified Party is seeking indemnification hereunder, with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, however, the Stockholders may not assume control of the defense of any Third-Party Claim to the extent that (A) the Third-Party Claim relates to or arises in connection with any criminal liability of the Indemnified Party, (B) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party, or (C) the Indemnified Party reasonably believes an adverse determination with respect to the Third-Party Claim would be materially detrimental to the Indemnified Party's reputation or future business prospects, but in any event, the Stockholders shall remain subject to their indemnification obligations set forth in this Article 4. Nothing in this paragraph shall be construed to impair the right of the Stockholders to participate in the defense of any Third-Party Claim for which an Indemnified Party is seeking indemnification under this Agreement. (iv) The Indemnified Party shall have the right to employ separate counsel in the defense (including any decision as to voluntary disclosure or rebilling) of any Third-Party Claim and to participate in the defense thereof at its own expense; provided such separate counsel may be sought retained at the expense of the Stockholders if (A) the retention of such counsel has been specifically authorized by the Stockholders, (B) in the written opinion of counsel to the Indemnified Party a conflict of interests exists, or (C) the Stockholders fail to take reasonable steps to diligently defend such claim. So long as the Stockholders are diligently defending any Third-Party Claim, or if the Stockholders are not permitted to assume the defense of such Third-Party Claim as the result of the second sentence of Section 4.03(a)(iii), the Indemnified Party shall not settle any Third-Party Claim or make any admission of guilt or liability with respect thereto without the consent of the Stockholders, which consent shall not be unreasonably withheld or delayed. If the Stockholders do not elect to assume the defense of such Third-Party Claim, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Stockholders' expense, to defend such Third-Party Claim; provided that (1) the Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such Third-Party Claim; and (2) the Indemnified Party's defense of or participation in the defense of any such claim shall not in any way diminish or lessen the obligations of the Stockholders under this Article 4. (b) Subject to Section 4.03(e), the Stockholders shall not settle or compromise any Third-Party Claim with respect to which an Indemnified Party is seeking indemnification hereunder unless (i) the Indemnified Party consents (which consent shall not be unreasonably withheld if such settlement or compromise includes no admission or concession of wrongdoing by the Indemnified Party) or (ii) the relief consists solely of money damages and the Indemnified Party is given a full and complete release in a form reasonably satisfactory to the Indemnified Party of any and all liability by all relevant parties to such Third-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. (c) The failure of an Indemnified Party to give prompt notice of any Claim as described in the first sentence of Section 4.03 shall not release, waive or otherwise affect the Stockholders' obligations with respect thereto, except to the extent that the Stockholders can demonstrate actual loss and prejudice as a result of such failure; provided that nothing in this Section shall be deemed to extend or otherwise affect the 18-month period within which any Claim for indemnification must be submitted pursuant to this Article 6 Section 4.02(c). (d) The scope of any Claim made hereunder shall be limited to the facts and circumstances set forth in the notice of such Claim, as described in Section 4.03 (the "CLAIM FACTS"); provided that such limitation shall not limit or reduce the scope of Indemnifiable Losses in respect of such Claim, regardless of when such Losses are identified or incurred, which may include (i) other Losses based upon, attributable to or resulting from the facts and circumstances underlying the Claim Facts, in the case of a Third-Party desires Claim, (ii) Losses based upon, attributable to assert an indemnification claim hereunderor resulting from actions of the type described in the last sentence of Section 4.03(a)(ii) taken in response to the Claim Facts and (iii) Losses based upon, attributable to or resulting from the expansion of a governmental investigation or proceeding that is the subject of, or which, in the circumstances described in the immediately preceding clause (ii), is taken in response to, the Party seeking indemnification Claim Facts. (e) In making any determination regarding whether the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) withholding of consent to the settlement or compromise of any Third-Party Claim or PartiesVoluntary Disclosure Claim, or the admission of guilt or liability with respect thereto, is reasonable, the Stockholder's Representative or Indemnified Party, as the case may be, from whom shall make its determination based on an objective standard, taking into account solely the size and merits of the claims made and applicable defenses, and the projected effect upon the Company, and without regard to the indemnification obligations or the limitations on such obligations as established by this Agreement. If (i) an Indemnified Party requests the consent of the Stockholders' Representative, and such consent is sought not received within fifteen (each an “Indemnitor”15) days of such request (or such shorter period as may be demanded by the other parties to the proposed settlement, compromise or admission), within and (ii) the applicable time period described herein. The Claim Notice must state Indemnified Party determines in good faith that the nature and basis withholding of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given consent 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 proposed settlement or compromise is given shall respond to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (unreasonable in accordance with 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 standard set forth 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 otherwisepreceding sentence, then the Indemnified Party may settle or compromise the matter at issue, and the fact of such action (including, without limitation, the conditions upon, or the manner or form of such settlement or compromise) shall not impair the Indemnified Party's right to indemnification hereunder in respect of such settlement or compromise, subject to a final judicial determination of (A) whether the Indemnified Party is entitled to indemnification hereunder and/or the amount of indemnification, if any, that such claim shall be conclusively deemed Indemnified Party is entitled 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 receive 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise Article 4 with respect to the claim for indemnification hereunder so settled or compromised and shall give (B) whether withholding of consent was reasonable pursuant to the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimaforesaid standard.

General Indemnification Procedures. (a) In the event that any Party incurs Legal Proceeding shall be threatened or suffers any Damages with instituted in respect to which indemnification may be sought by such Party pursuant to one party hereto from another party under the provisions of this Article 6 and such Party desires to assert an indemnification claim hereunderSection 10, the Party party seeking indemnification (the “Indemnitee”) must assert the claim by giving shall, reasonably promptly after acquiring actual knowledge of such threatened or instituted Legal Proceeding, cause written notice in reasonable detail of such threatened or instituted Legal Proceeding covered by this indemnification, to be forwarded to the other party from which indemnification is being sought (“Indemnitor”); provided, however, that the failure to provide such notice as of any particular date as aforesaid will not affect any rights to indemnification hereunder, except to the extent, and only to such extent, that such failure to provide such notice actually and materially prejudices the Indemnitor’s ability to adequately defend such Legal Proceeding or actually and materially increases the amount of a “Claim Notice”party’s Losses as applicable. In the case of any Losses not involving a Legal Proceeding, the Indemnitee shall, reasonably promptly after acquiring actual knowledge of such Losses, cause written notice in reasonable detail of such Losses covered by this indemnification, to be forwarded to the Indemnitor; provided, however, that the failure to provide such notice as of any particular date as aforesaid will not affect any rights to indemnification hereunder, except to the extent that failure to provide notice actually and materially increases the amount of a party’s Losses as applicable. (b) In the event of the initiation of any Legal Proceeding against an Indemnitee by a third party, the Indemnitor shall have the right after the receipt of the notice described in Section 10.3(a), at its expense, to appoint counsel to represent Indemnitee, which shall be reasonably satisfactory to the Indemnitee, and (subject to Section 10.3(c)) to the Party defend against, negotiate, settle or Partiesotherwise deal with any Legal Proceeding or demand that relates to any Licensor Losses or Licensee Losses, as the case may be, from whom indemnification is sought (each an “Indemnitor”)indemnified against hereunder, within the applicable time period described herein. The Claim Notice must state the nature and basis of the claim and, in reasonable detail based on the information available to such event, the Indemnitee andwill reasonably cooperate with the Indemnitor and its representatives in connection with such defense, negotiation, settlement or dealings (and the Indemnitee’s costs and expenses arising therefrom or relating thereto shall constitute Licensor’s Losses, if the Claim Notice Indemnitee 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 Licensor, or Licensee’s Losses, if the Indemnitee 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 Licensee); provided, however, that the Claim Notice is given. Any Claim Response Indemnitor shall specify whether or not actively and diligently defend the Indemnitor given Indemnitee; and provided further that the Claim Response disputes Indemnitee may directly participate in any such Legal Proceeding so defended with counsel of its choice at its own expense, subject to the claim described in the Claim Notice or disputes Indemnitor’s alleged indemnification obligations hereunderright to control the defense for which it bears the expense. If any the Indemnitor fails to give a Claim Response take reasonable steps necessary to defend diligently such third party claim within 10 Business Days after receiving written notice from the Response Period, Indemnitee that the Indemnitee reasonably believes the Indemnitor has failed to take such steps or if the Indemnitor shall be deemed has 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 undertaken fully to indemnify an the Indemnitee hereunderin respect of all such Licensor’s or Licensee’s Losses, such Indemnitor shall pay to such Indemnitee within 30 days after as the last day of the applicable Response Period the amount to which such Indemnitee shall be entitled. If there shall be a dispute as case may be, relating to the amount or manner of indemnification under this Agreement, the Indemnitor matter and the Indemnitee shall seek to resolve such dispute through negotiations and, if such is not resolved within 20 daysas required hereunder, the Indemnitee may pursue an action assume its own defense, and, in such event (i) seek indemnification for all Licensor’s or proceeding for Licensee’s Losses, as the recovery of case may be, reasonably paid or incurred in connection therewith, and (ii) the Damages claimed from Indemnitor shall, in any Indemnitorcase, reasonably cooperate, at its own expense, with the Indemnitee and its representatives in connection with such defense. (bc) The Without the prior written consent of the Indemnitee, which shall not be unreasonably withheld, the Indemnitor will not enter into any settlement of any third-party claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder or which would otherwise adversely affect the licenses granted to Licensee under this Agreement. (d) An Indemnitee shall provide use commercially reasonable efforts to pursue and collect any amounts payable under insurance policies on account of Licensor’s Losses (if the Indemnitee is the Licensor) or Licensee’s Losses (if the Indemnitee is the Licensee), but only if doing so will not result in (i) an increase in premiums due then or in the future to procure comparable insurance or an increase in deductibles; or (ii) a decrease in the levels of insurance or a change in the risks insured against; or (iii) prejudice to the Indemnitee’s claims or rights to indemnification hereunder. (e) After any final judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated, or the Indemnitee and the Indemnitor shall have arrived at a mutual agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee shall forward to the Indemnitor notice of any sums due and owing by it with respect to such matter, and the Indemnitor shall pay all information and documentation reasonably requested and necessary of the sums so owing to support and verify any Damages that the Indemnitee believes give rise by wire transfer or certified or bank cashier’s check within 10 Business Days after the date of such notice. Any and all Licensor’s Losses or Licensee’s Losses, other than those described in the preceding sentence (including Licensor’s Losses or Licensee’s Losses incurred in the absence of any threatened or pending Legal Proceeding, or Licensor’s Losses or Licensee’s Losses incurred after any such Legal Proceeding has been threatened or instituted but prior to the claim rendering of any final judgment or award in connection therewith), shall be paid by the Indemnitor on a current basis, and, without limiting the generality of the foregoing, the Indemnitee shall have the right to invoice the Indemnitor for such Licensor’s Losses or Licensee’s Losses, as the case may be, as frequently as it deems appropriate, and the amount of any such Licensor’s Losses or Licensee’s Losses, as the case may be, which are described or listed in any such invoice shall be paid to the Indemnitee, by wire transfer or certified or bank cashier’s check, within 10 Business Days after the date of such invoice. Notwithstanding the foregoing, the Licensee’s claims for indemnification hereunder and shall give pursuant to this Section 10 may be satisfied, in Licensee’s sole discretion, from any amounts that may then be owing from the Indemnitor reasonable access Licensee to all books, records and personnel in the possession or Licensor under the control of the Indemnitee that would have bearing on such claimAPA.

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). (b) The Indemnitee Neither the indemnified party nor the indemnifying party may concede, settle or compromise any Third Party Claim without the consent of the other party (which consent will not be unreasonably withheld, conditioned or delayed) unless (A) such concession, settlement or compromise shall constitute a complete or unconditional discharge and release of all parties indemnified hereunder, (B) such judgment, discharge, settlement or compromise shall provide for no relief other than the payment of monetary damages and the Indemnity Escrow Amount shall be sufficient pay such monetary damages in full, and (C) no indemnified party shall be required to admit criminal liability. Notwithstanding the foregoing, (i) if a Third Party Claim seeks the issuance of an injunction, the specific election of an obligation or similar remedy against a Buyer Indemnified Party or (ii) if the subject matter of a Third Party Claim relates to the Indemnitor all information ongoing business of any Buyer Indemnified Party, which Third Party Claim, if decided against any Buyer Indemnified Party, would materially adversely affect the ongoing business or reputation of any Buyer Indemnified Party, the Buyer Indemnified Party alone will be entitled to settle such Third Party Claim (provided that no such settlement shall be evidence of Losses incurred by such party) in the first instance and, if the Buyer Indemnified Party does not settle such Third Party Claim, the Representative will then have the right to contest and documentation reasonably requested and necessary to support and verify any Damages defend (but not settle) such Claim; provided that the Indemnitee believes give rise if Representative presents a settlement of such claim to the Buyer Indemnified Party and the Buyer Indemnified Party refuses to consent to such settlement, subsequent expenses in respect of such claim and amounts payable with respect thereto in excess of the amount of such settlement shall not be Losses. (c) With respect to claims for indemnification hereunder pursuant to this Article XI other than Third Party Claims, the indemnified party shall promptly notify in writing the indemnifying party of such claims of which it has or obtains knowledge. (d) Subject to Section 11.5(e), no later than ten (10) Business Days after any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall give have been consummated, or the Indemnitor reasonable access indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to all booksa claim hereunder, records the indemnifying party shall pay the amounts, if any, due and personnel owing by the indemnifying party to the indemnified party by wire transfer of immediately available funds to an account designated in writing by the indemnified party. (e) All indemnity payments required under this Section 11.5 to be made by the Representative, acting on behalf of the Equity Holders as indemnifying party hereunder, to the indemnified party in respect of such claim (including without limitation any reimbursement of expenses) shall be paid exclusively out of, and with recourse limited to, the Indemnity Escrow Account, and to the extent that there are sufficient funds in the possession or under Indemnity Escrow Account the control Representative and Buyer shall instruct the Escrow Agent to make such payments to the indemnified party out of the Indemnitee Indemnity Escrow Account. All cost and expenses required under this Section 11.5 to be borne by the Representative, acting on behalf of the Equity Holders as indemnifying party hereunder (including all reasonable attorneys' fees and expenses of counsel 76 to the Representative), which are incurred with respect to any Third Party Claim which is being defended, negotiated or settled, or otherwise dealt with, by the Representative at the request of the indemnified party, shall be paid out of the Indemnity Escrow Account, and (i) to the extent that would have bearing there are sufficient funds in the Indemnity Escrow Account, the Representative and Buyer shall instruct the Escrow Agent to advance all funds required to cover all such costs and expenses out of the Indemnity Escrow Account to the Representative and (ii) to the extent that there are insufficient funds in the Indemnity Escrow Account, Buyer shall advance all funds required to cover the balance of such costs and expenses to the Representative. The Representative, acting on behalf of the Equity Holders as indemnifying party hereunder, shall be entitled (i) to decline any request of any Buyer Indemnified Party to defend against, negotiate, settle or otherwise deal with any Third Party Claim unless and until all cost and expenses referred to in the immediately preceding sentence are advanced to the Representative and (ii) at any time cease to defend against, negotiate, settle or otherwise deal with any such claimThird Party Claim if all such cost and expenses are not advanced by the Escrow Agent or Buyer to the Representative after a request therefor is made in writing by the Representative.

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). (b) The Indemnitee After any final judgment or award shall provide have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the indemnified party and the indemnifying party shall have arrived at a mutually binding agreement with respect to a Claim hereunder, the indemnified party shall forward to the Indemnitor all information indemnifying party notice of any sums due and documentation owing by the indemnifying party pursuant to this Agreement with respect to such matter. (c) The failure of the indemnified party to give reasonably requested and necessary prompt notice of any Claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to support and verify any Damages the extent that the Indemnitee believes give rise indemnifying party can demonstrate actual loss or prejudice as a result of such failure. (d) Sellers shall not have any liability under this Article IX for any Losses: (i) in respect of any fact, matter, event or circumstance to the claim for indemnification hereunder and shall give extent that an accrual therefor has been made in computation of the Indemnitor reasonable access to all books, records and personnel Final Working Capital or such matter was specifically identified in the possession Unaudited Financial Statements (including the notes thereto); or (ii) to the extent that any Claim is attributable to, or under such Claim is increased as a result of, any legislation not in force on the control date hereof or to any change of Law, including any change in the Indemnitee that would have bearing interpretation or application of any Law, or any change in rates of Tax, which in each case is not in force on such claimthe date hereof.

General Indemnification Procedures. (ai) In An Indemnified Party shall give prompt notice to the event that Indemnifying Party from whom indemnification is sought of the assertion of any Party incurs claim, the incurrence of any Damages, or suffers the commencement of any Damages with action, suit or proceeding, of which it has knowledge and in respect to of which indemnification indemnity may be sought by such Party pursuant to this Article 6 and such Party desires to assert an indemnification claim hereunder, and will give the Indemnifying Party seeking indemnification such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such required notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within ten days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a "Third Party Claim"), to assume the defense of such Third Party Claim which involves (and continues to involve) solely monetary damages; provided, however, that (A) the Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim; (B) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have any material adverse effect on the Indemnified Party's business; and (C) the Indemnifying Party makes reasonably adequate provision to ensure the Indemnified Party of the ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result (the “Indemnitee”conditions set forth in clauses (A), (B) must assert and (C) are collectively referred to as the claim by giving written "Litigation Conditions"). (ii) Within ten days after the Indemnifying Party has given notice (a “Claim Notice”) to the Indemnified Party of its intended exercise of its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party reasonably so objects, the Indemnified Party shall continue to defend the Third Party Claim until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled to assume and conduct such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, until such time as the Indemnified Party shall give notice that any of the Litigation Conditions, in its reasonable judgment, are no longer satisfied. (iii) The Indemnifying Party or Partiesthe Indemnified Party, as the case may be, from whom indemnification is sought shall have the right to participate in (each an “Indemnitor”but not control), within at its own expense, the applicable time period described hereindefense of any Third Party Claim which the other party is defending as provided in this Agreement. (iv) The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Claim Notice must state Indemnifying Party shall not, without the nature and basis prior written consent of the claim in reasonable detail based Indemnified Party, enter into any compromise or settlement which commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on the information available such terms and conditions as it deems appropriate, to the Indemnitee andextent such Third Party Claim involves equitable or other non-monetary relief, if and shall have the right to settle any Third Party Claim Notice is being given involving monetary damages with respect to a third person claim must be accompanied by a copy of any the written notice consent of the third person claimantIndemnifying Party, which consent shall not be unreasonably withheld or delayed. (v) Amounts paid in respect of indemnification obligations of the parties shall be treated as an adjustment to the Purchase Price. 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, 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimconnection therewith.

General Indemnification Procedures. (a) In Any Claim for indemnification shall be made by providing notice of an expected Indemnifiable Loss within eighteen (18) months of the event Closing Date as follows: (i) With respect to an expected Indemnifiable Loss related to a Third Party Claim for which an Indemnified Party seeks indemnification under this Article IV, by giving written notice promptly after such Indemnified Party receives notice or otherwise becomes aware of the commencement of the judicial (criminal or civil), administrative or arbitral action, suit (including cross-claims and counter-claims), proceeding (public or private), investigation, claim, demand, hearing, inquiry, subpoena, governmental allegation or proceeding, including any of the foregoing as to which the response may be a voluntary disclosure or rebilling (each, a "Third Party Claim"), against such Indemnified Party, the Company or any Subsidiary. Such notice shall be delivered to counsel for the Stockholders (designated by the Stockholders' Representative) pursuant to a common interest agreement and shall: (aa) identify the provision(s) of this Agreement upon which such Claim is based, (bb) include true and correct copies of any written document related to such Claim furnished to the Indemnified Party by the Person asserting such Claim, including all correspondence received from the applicable Governmental Authority involved in such Claim, and (cc) describe in reasonable detail the nature of the Claim and the facts and circumstances giving rise thereto, including a good faith estimate of the amount believed to be in controversy and the basis for such estimate, the Governmental Authority involved and specifying the Facility or Facilities and the relevant service, contract or transaction to which the Claim relates. The parties agree that the good faith estimate of the amount believed to be in controversy shall be the basis for a determination as to whether the Deductible has been met. (ii) With respect to any expected Indemnifiable Loss related to a Voluntary Disclosure Claim for which an Indemnified Party incurs seeks indemnification, by giving written notice promptly upon making such voluntary disclosure or suffers upon submitting such rebilling. Such notice shall be delivered to counsel for the Stockholders (designated by the Stockholders' Representative) pursuant to a common interest agreement and shall (aa) identify the provision(s) of this Agreement upon which such Claim is based and (bb) describe in reasonable detail the nature of the Claim and the facts and circumstances giving rise thereto, including a good faith estimate of the amount believed to be in controversy, and the Governmental Authority involved and specifying the Facility or Facilities and the relevant service, contract or transaction to which the Claim relates. With respect to Indemnifiable Losses relating to any Damages Voluntary Disclosure Claim, the Indemnified Party may estimate the size of the expected Indemnifiable Loss in good faith based upon all information available (and shall provide all such information to the Stockholders' Representative) in order to determine whether the Deductible has been met. Prior to any voluntary disclosure or rebilling which may result in an Indemnifiable Loss hereunder, the Indemnified Party shall notify the Stockholders' Representative of the potential voluntary disclosure or rebilling and shall consult with the Stockholders' Representative, or Stockholders' counsel reasonably satisfactory to the Indemnified Party, with respect thereto. Subject to Section 4.03(e), no Indemnified Party shall settle or compromise any Voluntary Disclosure Claim or make any admission of guilt or liability with respect thereto without the prior written consent of the Stockholders' Representative, which shall not be unreasonably withheld, unless such settlement or compromise does not involve any Indemnifiable Losses for which an Indemnified Party is entitled to indemnification pursuant to Section 4.01. Any Indemnifiable Losses incurred as a result of (i) a voluntary disclosure or rebilling which is made in response to or after being contacted by a Governmental Authority or (ii) an action taken by a Governmental Authority that would constitute a Third Party Claim which is taken in response to a voluntary disclosure or rebilling shall be treated as a Third Party Claim for all purposes under this Agreement and, among other things, the procedures set forth in Sections 4.03(a)(i) through (a)(iv) and 4.03(b) shall apply. (iii) The Stockholders shall have the right, at their sole option and expense, to assume control of the defense of any Third Party Claim (other than those related to a self-disclosure or rebilling not related to an inquiry by any Governmental Authority) which relates to any Indemnifiable Losses hereunder with respect to which an Indemnified Party is seeking indemnification hereunder, with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, however, the Stockholders may not assume control of the defense of any Third Party Claim to the extent that (i) the Third Party Claim relates to or arises in connection with any criminal liability of the Indemnified Party, (ii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, or (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the Indemnified Party's reputation or future business prospects, but in any event, the Stockholders shall remain subject to their indemnification obligations set forth in this Article IV. Nothing in this paragraph shall be construed to impair the right of the Stockholders to participate in the defense of any Third Party Claim for which an Indemnified Party is seeking indemnification under this Agreement. (iv) The Indemnified Party shall have the right to employ separate counsel in the defense (including any decision as to voluntary disclosure or rebilling) of any Third Party Claim and to participate in the defense thereof at its own expense; provided such separate counsel may be sought retained at the expense of the Stockholders if (i) the retention of such counsel has been specifically authorized by the Stockholders, (ii) in the written opinion of counsel to the Indemnified Party a conflict of interests exists, or (iii) the Stockholders fail to take reasonable steps to diligently defend such claim. So long as the Stockholders are diligently defending any Third Party Claim, or if the Stockholders are not permitted to assume the defense of such Third Party Claim as the result of the second sentence of Section 4.03(a)(iii), the Indemnified Party shall not settle any Third Party Claim or make any admission of guilt or liability with respect thereto without the consent of the Stockholders, which consent shall not be unreasonably withheld or delayed. If the Stockholders do not elect to assume the defense of such Third Party Claim, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the Stockholders' expense, to defend such Third Party Claim; provided that (i) the Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such Third Party Claim; and (ii) the Indemnified Party's defense of or participation in the defense of any such claim shall not in any way diminish or lessen the obligations of the Stockholders under this Article IV. (b) Subject to Section 4.03(e), the Stockholders shall not settle or compromise any Third Party Claim with respect to which an Indemnified Party is seeking indemnification hereunder unless (i) the Indemnified Party consents (which consent shall not be unreasonably withheld if such settlement or compromise includes no admission or concession of wrongdoing by the Indemnified Party) or (ii) the relief consists solely of money damages and the Indemnified Party is given a full and complete release in a form reasonably satisfactory to the Indemnified Party of any and all liability by all relevant parties to such Third 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. (c) The failure of an Indemnified Party to give prompt notice of any Claim as described in the first sentence of Section 4.03(a) shall not release, waive or otherwise affect the Stockholders' obligations with respect thereto, except to the extent that the Stockholders can demonstrate actual loss and prejudice as a result of such failure; provided that nothing in this Section shall be deemed to extend or otherwise affect the 18-month period within which any Claim for indemnification must be submitted pursuant to this Article 6 Section 4.02(c). (d) The scope of any Claim made hereunder shall be limited to the facts and circumstances set forth in the notice of such Claim, as described in Section 4.03(a) (the "Claim Facts"); provided, however, that such limitation shall not limit or reduce the scope of Indemnifiable Losses in respect of such Claim, regardless of when such Losses are identified or incurred, which may include (i) other Losses based upon, attributable to or resulting from the facts and circumstances underlying the Claim Facts, in the case of a Third Party desires Claim, (ii) Losses based upon, attributable to assert an indemnification claim hereunderor resulting from actions of the type described in the last sentence of Section 4.03(a)(ii) taken in response to the Claim Facts and (iii) Losses based upon, attributable to or resulting from the expansion of a governmental investigation or proceeding that is the subject of, or which, in the circumstances described in the immediately preceding clause (ii), is taken in response to, the Party seeking indemnification Claim Facts. (e) In making any determination regarding whether the “Indemnitee”) must assert the claim by giving written notice (a “Claim Notice”) withholding of consent to the settlement or compromise of any Third Party Claim or PartiesVoluntary Disclosure Claim, or the admission of guilt or liability with respect thereto, is reasonable, the Stockholder's Representative or Indemnified Party, as the case may be, from whom shall make its determination based on an objective standard, taking into account solely the size and merits of the claims made and applicable defenses, and the projected effect upon the Company, and without regard to the indemnification obligations or the limitations on such obligations as established by this Agreement. If (i) an Indemnified Party requests the consent of the Stockholders' Representative, and such consent is sought not received within fifteen (each an “Indemnitor”15) days of such request (or such shorter period as may be demanded by the other parties to the proposed settlement, compromise or admission), within and (ii) the applicable time period described herein. The Claim Notice must state Indemnified Party determines in good faith that the nature and basis withholding of the claim in reasonable detail based on the information available to the Indemnitee and, if the Claim Notice is being given consent 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 proposed settlement or compromise is given shall respond to any Indemnitee that has given a Claim Notice (a “Claim Response”) within 30 days (unreasonable in accordance with 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 standard set forth 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 otherwisepreceding sentence, then the Indemnified Party may settle or compromise the matter at issue, and the fact of such action (including, without limitation, the conditions upon, or the manner or form of such settlement or compromise) shall not impair the Indemnified Party's right to indemnification hereunder in respect of such settlement or compromise, subject to a final judicial determination of (x) whether the Indemnified Party is entitled to indemnification hereunder and/or the amount of indemnification, if any, that such claim shall be conclusively deemed Indemnified Party is entitled 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 receive 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. (b) The Indemnitee shall provide to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise Article IV with respect to the claim for indemnification hereunder so settled or compromised and shall give (y) whether withholding of consent was reasonable pursuant to the Indemnitor reasonable access to all books, records and personnel in the possession or under the control of the Indemnitee that would have bearing on such claimaforesaid standard.

General Indemnification Procedures. (ai) In Purchaser and Seller shall cooperate in the event that defense or prosecution of any claim, action, suit or proceeding asserted against either of them by a party other than a Party hereto or an Affiliate of any Party incurs hereto in respect of which indemnity may be sought hereunder (a "Third Party Claim") and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. (ii) Except as otherwise provided in this Agreement, no action or suffers any claim for Damages resulting from breaches of the representations and warranties of Seller or Purchaser shall be brought or made after 24 months following the Closing, except that such time limitation shall not apply to (i) claims for misrepresentations or breaches of warranty relating to Section 2.7 (relating to Taxes) which may be asserted until 180 days after the running of the applicable statute of limitations with respect to the taxable period to which indemnification may be sought the particular claims relates, (ii) claims relating to Environmental Liabilities that have been brought against Purchaser by such Party pursuant to this Article 6 third parties within five years following the Closing Date and such Party desires to assert an indemnification claim hereunder, (iii) any claims which have been the Party seeking indemnification (the “Indemnitee”) must assert the claim by giving subject of a written notice (a “Claim Notice”) from Purchaser to Seller prior to the Party or Parties, as expiration of the case may be, from whom indemnification is sought (each an “Indemnitor”applicable period under this Section 4.3(c)(vi), within the applicable time period described herein. The Claim Notice must state the nature and basis of the claim which notice specifies in reasonable detail based on the information available nature of the claim. (iii) Notwithstanding anything to the Indemnitee andcontrary in this Section 4.3, if no limitation or condition of liability provided in this Section shall apply to the Claim Notice is being given with respect to a third person claim must be accompanied by a copy breach of any written notice of the third person claimant. Each Indemnitor representations and warranties contained herein if such representation or warranty was made with actual knowledge that it contained an untrue statement of a material fact or omitted to whom state a Claim Notice is given shall respond material fact necessary to any Indemnitee that has given a Claim Notice make the statements or facts contained therein not misleading. (a “Claim Response”iv) 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 judicial determination that any Party (the "Indemnified Party") seeking indemnification from another Party (the "Indemnifying Party") under this Agreement is not entitled to such indemnification in the amount originally claimed by a third party, then the Indemnifying Party shall be entitled to reimbursement from the Indemnified Party for its costs and expenses, including reasonable attorneys' fees, incurred in the defense of the claim for such indemnity pro rata, to the extent that the amount awarded is less than the amount originally claimed. (v) Following the receipt by either Party of a complaint initiating a lawsuit in respect of a Third Party Claim in respect of which indemnity may be sought from either Party hereunder, within a reasonable time after such receipt, the receiving Party shall give the other Party notice of such Third Party Claim. (vi) Purchaser shall notify Seller and Seller shall notify Purchaser of any claim for Damages. Such notice shall describe, to the extent reasonably available, the nature of the claim, the proposed remedy and the cost to remedy or manner to satisfy the claim. Purchaser and Seller shall, in good faith, consult with the other Party and give the other Party a reasonable opportunity to propose an alternative method to remedy or satisfy the claim. Provided, however, that if the nature of the claim is such that, in Purchaser and Seller's judgment, the above notice and opportunity provisions could reasonably be expected to cause further Damages or would otherwise not be appropriate under the circumstances, then the prior notice and opportunity shall not be required. Neither Purchaser nor Seller shall be required in any event to adopt the method proposed by the other Party. Purchaser and Seller's failure to give the other Party the prior notice and opportunity or to adopt the method proposed, shall not bar in any event either Party from asserting an indemnification claim against the other under and subject to the terms and conditions described in this Section 4.3, but, in any such claim, the failure of either Party to give prior notice and opportunity, or to adopt the method proposed shall be admissible evidence if either Party shall contest the reasonableness of the amount of the Damages that it may recover from the other Party. (vii) Any amounts due to Purchaser or its Affiliates as a result of Seller's indemnification obligations under this Agreement, arising from the Indemnitor and the Indemnitee shall seek to resolve such dispute through negotiations andtransactions contemplated hereby, if such is not resolved within 20 days, the Indemnitee may pursue an action or proceeding for the recovery of the Damages claimed arising from any Indemnitor. (b) The Indemnitee shall provide breach of any representation or warranty of Seller or otherwise may be set off by Purchaser or any of its affiliates from any amounts owed at any time to Seller or its affiliates to the Indemnitor all information and documentation reasonably requested and necessary to support and verify any Damages that the Indemnitee believes give rise to the claim for indemnification hereunder and shall give the Indemnitor reasonable access to all books, records and personnel in the possession or extent permissible under the control of the Indemnitee that would have bearing on such claimKorean law.