Common use of General Provisions Relating to Indemnification Clause in Contracts

General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments pursuant to this Article IX, unless and until the aggregate amount of all claims pursuant to this Article IX shall exceed $1,000,000 (the "THRESHOLD AMOUNT"), as to which Seller shall be responsible only for the excess over the Threshold Amount. The maximum aggregate amount recoverable from Seller pursuant to this Article IX shall not exceed an amount equal to twenty-five percent (25%) of the Aggregate Consideration (the "CEILING AMOUNT"). Notwithstanding anything contained herein to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.3, 4.1 and 4.2 and shall not be applicable to the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller for breach of the representations and warranties contained in Sections 3.1(a), 3.2 and 3.3 shall not exceed the Aggregate Consideration. (b) The party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities and damages that are indemnifiable hereunder. No party shall be entitled to indemnification to the extent of any available insurance, Tax or other benefits resulting from the facts and circumstances relating to any indemnifiable claim. To the extent that Buyer and/or the Company is entitled to indemnification from ITT for any misrepresentation or breach of warranty contained herein, neither Buyer nor the Company shall be entitled to indemnification from the Seller pursuant to this Article IX. (c) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of the basis for a claim for indemnification hereunder. (d) With respect to each third party claim subject to this Article IX (a "THIRD PARTY CLAIM"), the party seeking indemnification (the "INDEMNIFIED PARTY") must give prompt notice to the indemnifying party (the "INDEMNIFYING PARTY") of the Third Party Claim. The Indemnifying Party may, at its sole cost and expense, upon notice to the Indemnified Party within thirty (30) days after the Indemnifying Party receives notice of the Third Party Claim, assume the defense of the Third Party Claim, with counsel of its choice without prejudice to the right of the Indemnifying Party to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless the Indemnified Party consents thereto, which consent shall not be unreasonably withheld. The Indemnifying Party shall provide the Indemnified Party with ten (10) days' prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. The Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. In no event shall the Indemnified Party consent to a settlement of, or the entry of any judgment arising from any Third Party Claim. The parties shall cooperate in the defense of any Third Party Claim and the relevant records of each party shall be made available on a timely basis. (e) After the Closing, the indemnification rights provided hereunder shall be the exclusive remedy of Seller and Buyer with respect to any dispute arising out of or related to this Agreement.

General Provisions Relating to Indemnification. Except with respect to an adjustment to the Purchase Price which shall be governed exclusively by Section 1.4: (a) Neither Seller nor Buyer shall not be required to make any payments for Damages pursuant to this Article IXVIII, unless and until the aggregate amount of all claims pursuant to this Article IX VIII shall exceed an amount equal to $1,000,000 50,000 (the "THRESHOLD AMOUNT"“Threshold Amount”), as to which Seller the party required to make a payment for Damages shall only be responsible only for the excess Damages over the Threshold Amount. The maximum aggregate amount recoverable from Buyer with respect to any and all Damages incurred by Seller pursuant to this Article IX Agreement or the transactions contemplated hereby shall not exceed an amount equal to twenty-five percent one (25%1) of times the Aggregate Consideration (the "CEILING AMOUNT")Purchase Price. Notwithstanding anything contained herein to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.3, 4.1 and 4.2 and shall not be applicable to the Tax Disaffiliation Agreement; provided, however, that the The maximum aggregate amount recoverable from Seller with respect to any and all Damages incurred by Buyer pursuant to this Agreement or the transactions contemplated hereby shall be as follows: (i) for any and all Damages relating to the breach of the any of Seller’s representations and or warranties contained set forth in Sections 3.1(aSection 2.15 (a “Section 2.15 Representation”), 3.2 and 3.3 the maximum aggregate amount recoverable for all such Damages shall not exceed an amount equal to two (2) times the Aggregate ConsiderationPurchase Price (the “IP-Specific Cap”); and (ii) for any and all Damages relating to the breach of any of Seller’s representations or warranties that do not constitute a Section 2.15 Representation, the maximum aggregate amount recoverable for all such Damages shall not exceed an amount equal to one (1) times the Purchase Price (the “General Cap”); provided, however, that, with respect to any Third Party Claim relating to the breach of a Section 2.15 Representation, Buyer shall not be entitled to recover any Damages related to the 2.15 Representation to the extent that such Third Party Claim arose out of a dispute, action or proceeding originally initiated or commenced by Buyer against the third party. For the avoidance of doubt, to the extent that Buyer incurs Damages that arguably relate to the breach of both a Section 2.15 Representation as well as another representation or warranty that is not a Section 2.15 Representation, the parties shall mutually agree whether the Damages relate primarily to the breach of a Section 2.15 Representation or primarily to some other representation or warranty that is not a Section 2.15 Representation, and the amount of such Damages recoverable from Seller shall be subject to either the IP-Specific Cap or the General Cap, as applicable, but not both. To the extent that Buyer and Seller cannot agree whether the Damages relate primarily to the breach of a Section 2.15 Representation or some other representation or warranty that is not a Section 2.15 Representation, they shall resort to the dispute resolution procedures set forth in Section 8.5 in order to make such determination. (b) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of the basis for a claim for indemnification hereunder. The party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities and damages that are indemnifiable hereunder. No party shall be entitled to indemnification to the extent of any available insurance, Tax tax or other benefits resulting from or which may be claimed as a result of the facts and circumstances relating to any indemnifiable claim. To If any Damages are covered by insurance, Buyer shall use all reasonable efforts to recover the extent that Buyer and/or the Company is entitled to indemnification from ITT for any misrepresentation or breach amount of warranty contained herein, neither Buyer nor the Company shall be entitled to indemnification from the Seller pursuant to this Article IX. (c) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of the basis for a claim for indemnification hereunder. (d) With respect to each third party claim subject to this Article IX (a "THIRD PARTY CLAIM"), the party seeking indemnification (the "INDEMNIFIED PARTY") must give prompt notice to the indemnifying party (the "INDEMNIFYING PARTY") of the Third Party Claim. The Indemnifying Party may, at its sole cost and expense, upon notice to the Indemnified Party within thirty (30) days after the Indemnifying Party receives notice of the Third Party Claim, assume the defense of the Third Party Claim, with counsel of its choice without prejudice to the right of the Indemnifying Party to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless the Indemnified Party consents thereto, which consent shall not be unreasonably withheld. The Indemnifying Party shall provide the Indemnified Party with ten (10) days' prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. The Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. In no event shall the Indemnified Party consent to a settlement of, or the entry of any judgment arising from any Third Party Claim. The parties shall cooperate in the defense of any Third Party Claim and the relevant records of each party shall be made available on a timely basis. (e) After the Closing, the indemnification rights provided hereunder shall be the exclusive remedy of Seller and Buyer with respect to any dispute arising out of or related to this Agreement.such

General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments pursuant to this Article IX, unless and until the aggregate amount of all claims pursuant to this Article IX shall exceed $1,000,000 (the "THRESHOLD AMOUNT"), as to which Seller shall be responsible only for the excess over the Threshold Amount9.3.1. The maximum aggregate amount recoverable from Seller pursuant Party seeking indemnification shall give written notice to this Article IX shall not exceed an amount equal to twenty-five percent (25%) the indemnifying party of the Aggregate Consideration facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (the "CEILING AMOUNT"). Notwithstanding anything contained herein to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to claims for breach 30) Business Days after it obtains knowledge of the representations and warranties contained in Sections 3.1(a), 3.2, 3.3, 4.1 and 4.2 and shall not be applicable to the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller basis for breach of the representations and warranties contained in Sections 3.1(a), 3.2 and 3.3 shall not exceed the Aggregate Consideration. (b) a claim for indemnification hereunder. The party Party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities and damages that are indemnifiable hereunder. No party shall be entitled to indemnification to the extent of any available insurance, Tax or other benefits resulting from the facts and circumstances relating to any indemnifiable claim. To the extent that Buyer and/or the Company is entitled to indemnification from ITT for any misrepresentation or breach of warranty contained herein, neither Buyer nor the Company shall be entitled to indemnification from the Seller pursuant to this Article IX. (c) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of the basis for a claim for indemnification hereunder. (d) 9.3.2. With respect to each claim by a third party claim subject which could give rise to an indemnification obligation under this Article IX 9 (a "THIRD PARTY CLAIMThird Party Claim"), the party seeking indemnification (the "INDEMNIFIED PARTYIndemnified Party") must give prompt notice to the indemnifying party (the "INDEMNIFYING PARTYIndemnifying Party") of the Third Party ClaimClaim (i) no later then fourteen (14) Business Days prior to the last date for the filing of an answer or pleading on behalf of the defendant or (ii) in the event such term is not applicable, immediately upon the receipt, by the Indemnified Party, of notice of the Third Party Claim provided, however, that the failure of the Indemnified Party to give such prompt notice of the Third Party Claim shall not affect the indemnification obligations of the Indemnifying Party, except and to the extent the Indemnifying Party is actually prejudiced thereby. Should the Indemnifying Party or the Indemnified Party, as the case may be, consist of more than one of the Sellers and/or Endan (the "Sellers' Group"), then all of the members of the Sellers' Group shall be deemed to have appointed DSSI as their single representative (the "Representative"). The Representative shall be authorized to act on behalf of all of the members of the Sellers' Group, vis-a-vis the Buyer and any action taken by it shall be deemed as an action taken and approved by all of the members of the Sellers' Group. The Indemnifying Party or the Representative, as the case may be, shall notify the Indemnified Party in writing, no later than thirty (30) days after receipt of notice of a Third Party Claim (the "Recognition Period"), whether it assumes its indemnification obligation in accordance with this Article 9 (i.e., agrees to indemnify the Indemnified Party for such Third Party Claim), in which case, the Indemnifying Party may, at its sole cost and expense, upon notice to the Indemnified Party within thirty (30) days after the Indemnifying Party receives notice of the Third Party Claim, assume the defense of the Third Party Claim, with counsel of its choice without prejudice to the right of the Indemnifying Party to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted thereinchoice. 9.3.3. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless (a) the settlement or judgment is solely for money damages, or (b) the Indemnified Party consents thereto, which consent shall not be unreasonably withheld. The Indemnifying Party shall provide the Indemnified Party with ten fifteen (1015) days' days prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. 9.3.4. The Should the Indemnifying Party assume the defense against the Third Party Claim, then the Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. In ; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interests between the Indemnifying Party and the Indemnified Party, then the Indemnified Party shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnifying Party, but in no event shall the Indemnified Indemnifying Party consent be liable to a settlement of, or pay for the entry costs and expenses of any judgment arising from any Third Party Claimmore than one such separate counsel. 9.3.5. The parties Parties shall cooperate in the defense of any Third Party Claim and the relevant records of each party shall be made available on a timely basis. (e) After 9.3.6. Prior to the Closingexpiration of the Recognition Period, the Indemnified Party shall defend against such claim or proceeding in a reasonable manner. Should the Indemnifying Party refrain from (i) notifying the Indemnified Party that it had assumed its indemnification rights provided hereunder obligation as contemplated under Section 9.3.2 above, or (ii) assume the defense of the Third Party Claim, all within the Recognition Period, then the Indemnified Party may defend against such claim or proceedings, as determined by it, at its sole discretion, including settling such claim or proceeding on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall assert no claim in respect thereof. 9.3.7. To the extent that the Indemnifying Party discharges any claim for indemnification hereunder, the Indemnified Party shall be the exclusive remedy subrogated to all rights of Seller and Buyer with respect to any dispute arising out of or related to this AgreementIndemnified Party against third parties.

General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments pursuant to this Article IXXI, unless and until the aggregate amount of all claims pursuant to this Article IX XI shall exceed $1,000,000 an amount equal to three percent (3%) of the total cash consideration for the Purchased Assets (the "THRESHOLD AMOUNTThreshold Amount"), as to which Seller shall be responsible only for the excess over (i) One Million Dollars ($1,000,000) with respect to any indemnification claims for a breach of the representations and warranties set forth in Section 4.4(d) and (ii) Three Million Dollars ($3,000,000) with respect to any other indemnification claims; provided, however, that any indemnification claim arising from the representation and warranty set forth in the first sentence of Section 4.6 and Section 4.18 shall not be subject to the Threshold Amount. The maximum aggregate amount recoverable from Seller pursuant with respect to any claims relating to this Article IX Agreement or the transactions contemplated hereby shall not exceed an amount equal to twenty-five percent (25%) of the Aggregate Consideration total cash consideration for the Purchased Assets (the "CEILING AMOUNTCap"). Notwithstanding anything contained herein to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.3, 4.1 and 4.2 and shall not be applicable to the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller with respect to any claim for a breach of the representations and warranties contained set forth in Sections 3.1(a), 3.2 and 3.3 Section 4.4(d) shall not exceed Eight Million Dollars ($8,000,000), which amount shall not be subject to and shall be excluded from, the Aggregate ConsiderationCap. (b) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of the basis for a claim for indemnification hereunder. The party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities and damages that are indemnifiable hereunder. No party shall be entitled to indemnification to the extent of any available insurance, Tax tax or other benefits (if applicable, computed on a present value basis using a 6% discount rate) resulting from or which may be claimed as a result of the facts and circumstances relating to any indemnifiable claim. To If any Damages are covered by insurance, Purchaser shall use all reasonable efforts to recover the extent that Buyer and/or the Company is entitled to indemnification from ITT for any misrepresentation or breach amount of warranty contained herein, neither Buyer nor the Company shall be entitled to indemnification such Damages from the insurer of such insurance which recovery (net of any retroactive premium adjustments and the aggregate amount of reasonably anticipated (based or written advice from insurance brokers or providers) increased insurance premiums over the following two policy years) shall reduce the amount of Damages hereunder; provided, however, that Purchaser shall not be required to obtain such recovery as a condition to making a claim against Seller pursuant to this Article IXXI. (c) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of the basis for a claim for indemnification hereunder. (d) With respect to each claim by a third party claim subject which could give rise to an indemnification obligation under this Article IX XI (a "THIRD PARTY CLAIMThird Party Claim"), the party seeking indemnification (the "INDEMNIFIED PARTYIndemnified Party") must give prompt notice to the indemnifying party (the "INDEMNIFYING PARTYIndemnifying Party") of the Third Party Claim. The Indemnifying Party may, at its sole cost and expense, upon notice to the Indemnified Party within thirty (30) days after the Indemnifying Party receives notice of the Third Party Claim, assume the defense of the Third Party Claim, with counsel of its choice without prejudice to the right of the Indemnifying Party to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted thereinchoice. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless (i) the settlement or judgment is solely for money damages, or (ii) the Indemnified Party consents thereto, which consent shall not be unreasonably withheld. The Indemnifying Party shall provide the Indemnified Party with ten fifteen (1015) days' days prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. The Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. In no event shall the Indemnified Party consent to a settlement of, or the entry of any judgment arising from any Third Party Claim. The parties shall cooperate in the defense of any Third Party Claim and the relevant records of each party shall be made available on a timely basis. If the Indemnifying Party does not assume the defense of any such claim or proceeding resulting therefrom in accordance with the terms hereof, the Indemnified Party may defend such claim or proceeding in a reasonable manner, including settling such claim or proceeding on such terms as the Indemnified Party may deem appropriate after giving fifteen (15) days' notice of the same to the Indemnifying Party and obtaining the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. To the extent applicable, the Indemnified Party shall keep the Indemnifying Party reasonably informed, in writing, as to the defense of any such matter hereunder. (d) Neither party shall have any obligation to indemnify the other party or otherwise have liability to the other party for consequential damages, special damages, incidental damages, indirect damages, lost profits or similar items. (e) Seller shall have no liability under this Article XI to the extent arising from actions taken or not taken by Purchaser or its affiliates after the Closing Date (provided, however, that the foregoing shall not relieve Seller of any obligations hereunder unless and to the extent, Purchaser's actions or inactions expand or increase Seller's obligations and liabilities hereunder). (f) To the extent that Seller discharges any claim for indemnification hereunder, Seller shall be subrogated to all rights of Purchaser against third parties. (g) After the Closing, the indemnification rights provided hereunder shall be the exclusive remedy of Seller and Buyer Purchaser and each of their respective Affiliates and their officers, directors, employees, stockholders, Affiliates, agents or representatives with respect to any dispute arising out of or related to this Agreement.

General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments 6.3.1 In the event that HCC-Inc. seeks indemnification pursuant to this Article IXSection 6, unless and until the aggregate amount of all claims pursuant to this Article IX shall exceed $1,000,000 (the "THRESHOLD AMOUNT"), as to which Seller shall be responsible only for the excess over the Threshold Amount. The maximum aggregate amount recoverable from Seller pursuant to this Article IX shall not exceed an amount equal to twentyHCC-five percent (25%) of the Aggregate Consideration (the "CEILING AMOUNT"). Notwithstanding anything contained herein to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.3, 4.1 and 4.2 and shall not be applicable to the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller for breach of the representations and warranties contained in Sections 3.1(a), 3.2 and 3.3 shall not exceed the Aggregate Consideration. (b) The party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities and damages that are indemnifiable hereunder. No party shall be entitled to indemnification to the extent of any available insurance, Tax or other benefits resulting from the facts and circumstances relating to any indemnifiable claim. To the extent that Buyer and/or the Company is entitled to indemnification from ITT for any misrepresentation or breach of warranty contained herein, neither Buyer nor the Company shall be entitled to indemnification from the Seller pursuant to this Article IX. (c) The party seeking indemnification Inc. shall give written notice to Bruckmann, Rxxxxx, Xxxxxxxx & Co., Inc. in his capacity as the indemnifying party BRS-HCC Stockholders’ Representative (the “BRS-HCC Stockholders’ Representative”), and in the event that BRS-HCC Stockholders seeks indemnification pursuant to this Sxxxxxx 0, XXX-XXX Xxxxxxxxxxxx’ Representative shall give written notice to HCC-LLC and HCC-Inc., of the facts and circumstances giving rise to any claim for indemnification, including with respect to each claim by a non-affiliated third party which could give rise to an indemnification obligation under this Section 6 (a “Third Party Claim”), as soon as reasonably possible but in any event within thirty (30) days after it or they obtains knowledge of the basis for a claim for indemnification hereunder. Any notice given by HCC-Inc. to the BRS-HCC Stockholders’ Representative shall be deemed to be proper notice given to each of the BRS-HCC Stockholders for purposes of this Agreement. (d) 6.3.2 With respect to each third party claim subject to this Article IX (a "THIRD PARTY CLAIM"), the party seeking indemnification (the "INDEMNIFIED PARTY") must give prompt notice to the indemnifying party (the "INDEMNIFYING PARTY") of the Third Party Claim. The Indemnifying , the indemnifying Party may, at its or their sole cost and expense, upon notice to the Indemnified indemnified Party within thirty (30) days after the Indemnifying indemnifying Party receives notice of the Third Party Claim, assume the defense of the Third Party Claim, with counsel of its choice without prejudice to or their choice. Neither the right of indemnifying Party nor the Indemnifying Party to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein. The Indemnifying indemnified Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless the Indemnified Party other consents thereto, which consent shall not be unreasonably withheld. The Indemnifying Party shall provide the Indemnified Party with ten (10) days' prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. The Indemnified indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying indemnifying Party, with its or their own counsel and at its or their own expense. In no event shall the Indemnified Party consent to a settlement of, or the entry of any judgment arising from any Third Party Claim. The parties Parties shall cooperate in the defense of any Third Party Claim and the relevant records of each party Party shall be made available on a timely basis. (e) After . If the Closingindemnifying Party does not assume the defense of any such claim or proceeding resulting therefrom in accordance with the terms hereof, the indemnification rights provided hereunder shall be indemnified Party may defend such claim or proceeding in any reasonable manner, including settling such claim or proceeding on such terms as the exclusive remedy of Seller and Buyer with respect to any dispute arising out of or related to this Agreementindemnified Party may deem appropriate.

General Provisions Relating to Indemnification. (a) No claim may be made against Seller shall not be required to make any payments for indemnification pursuant to this Article IX, unless and until the aggregate amount XIII for any individual claim of all claims pursuant to this Article IX shall exceed less than $1,000,000 (the "THRESHOLD AMOUNT"), as to which Seller shall be responsible only for the excess over the Threshold Amount5,000. The maximum aggregate amount recoverable from Seller pursuant to this Article IX Section 13.2 shall not exceed an amount be equal to twenty-five percent (25%) of the Aggregate Consideration (the "CEILING AMOUNT"). Notwithstanding anything contained herein to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.3, 4.1 and 4.2 and shall not be applicable to the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller for breach of the representations and warranties contained in Sections 3.1(a), 3.2 and 3.3 shall not exceed the Aggregate ConsiderationPurchase Price. (b) No party shall have any obligation to indemnify any other party for special, indirect or consequential damages, or lost profits. (c) The party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which that could reasonably be expected to give rise to any liabilities and damages that are indemnifiable hereunder. No party shall be entitled to indemnification to the extent of any available insurance, Tax or other benefits resulting from the facts and circumstances relating to any indemnifiable claim. To the extent that Buyer and/or the Company is entitled to indemnification from ITT for any misrepresentation or breach of warranty contained herein, neither Buyer nor the Company shall be entitled to indemnification from the Seller pursuant to this Article IX. (cd) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days one month after it obtains knowledge of the basis for a claim for indemnification hereunder. (de) With respect to each third party claim subject to this Article IX XIII (a "THIRD PARTY CLAIMThird Party Claim"), the party seeking indemnification (the "INDEMNIFIED PARTYIndemnified Party") must give prompt notice to the indemnifying party (the "INDEMNIFYING PARTYIndemnifying Party") as provided in (d) above of the Third Party Claim. The Indemnifying Party may, at its sole cost and expense, upon notice to the Indemnified Party within thirty (30) days after the Indemnifying Party receives notice of the Third Party Claim, assume the defense of the Third Party Claim, with counsel of its choice without prejudice to the right of the Indemnifying Party to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted thereinchoice. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless (i) the settlement or judgment is solely for money damages, or (ii) the Indemnified Party consents thereto, which consent shall not be unreasonably withheld. The Indemnifying Party shall provide the Indemnified Party with ten fifteen (1015) days' days prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. The Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. In no event shall the Indemnified Party consent to a settlement of, or the entry of any judgment arising from any Third Party Claim. The parties shall cooperate in the defense of any Third Party Claim and the relevant records of each party shall be made available on a timely basis. (e) After the Closing, the indemnification rights provided hereunder shall be the exclusive remedy of Seller and Buyer with respect to any dispute arising out of or related to this Agreement.at

General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments pursuant to this Article IXXII, unless and until the aggregate amount of all claims pursuant to this Article IX XII shall exceed an amount equal to $1,000,000 500,000 (the "THRESHOLD AMOUNT"), as to which Seller shall be responsible only for the excess over the Threshold Amount. The maximum aggregate amount recoverable from Seller pursuant with respect to any and all claims relating to this Article IX Agreement or the transactions contemplated hereby shall not exceed an amount equal to twenty-five percent Ten Million Dollars (25%$10,000,000) of the Aggregate Consideration (the "CEILING MAXIMUM AMOUNT"). Notwithstanding anything contained herein The Maximum Amount shall be reduced by fifty percent (50%) of all Damages incurred by Seller and its Affiliates arising from the Litigation Matters; provided that in no event shall the Maximum Amount be reduced below Nine Million Five Hundred Thousand Dollars ($9,500,000) with respect to the contrary, Damages incurred by Seller and its Affiliates arising from the Threshold Amount and Ceiling Amount shall not be applicable to claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.3, 4.1 and 4.2 and shall not be applicable to the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller for breach of the representations and warranties contained in Sections 3.1(a), 3.2 and 3.3 shall not exceed the Aggregate ConsiderationLitigation Matters. (b) The party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities and damages that are indemnifiable hereunder. No party shall be entitled to indemnification to the extent of any available insurance, Tax or other benefits resulting from the facts and circumstances relating to any indemnifiable claim. To the extent that Buyer and/or the Company is entitled to indemnification from ITT for any misrepresentation or breach of warranty contained herein, neither Buyer nor the Company shall be entitled to indemnification from the Seller pursuant to this Article IX. (c) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of the basis for a claim for indemnification hereunder. The failure to provide such notice shall not affect the claim except to the extent the Indemnifying Party is prejudiced by the delay. (dc) With respect to each claim by a third party claim subject which could give rise to an indemnification obligation under this Article IX XII (a "THIRD PARTY CLAIM"), the party seeking indemnification (the "INDEMNIFIED PARTY") must give prompt notice to the indemnifying party (the "INDEMNIFYING PARTY") of the Third Party Claim. The Indemnifying Party may, at its sole cost and expense, upon notice to the Indemnified Party within thirty (30) days after the Indemnifying Party receives notice of the Third Party Claim, assume the defense of the Third Party Claim, with counsel of its choice without prejudice to the right of the Indemnifying Party to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted thereinchoice. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless (i) the settlement or judgment is solely for money damages, or (ii) the Indemnified Party consents thereto, which consent shall not be unreasonably withheld. The Indemnifying Party shall provide the Indemnified Party with ten fifteen (1015) days' days prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. The Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. In no event shall the Indemnified Party consent to a settlement of, or the entry of any judgment arising from any Third Party Claim. The parties shall cooperate in the defense of any Third Party Claim and the relevant records of each party shall be made available on a timely basis. If the Indemnifying Party does not assume the defense of any such claim or proceeding resulting therefrom in accordance with the terms hereof, the Indemnified Party may defend such claim or proceeding in a reasonable manner, including settling such claim or proceeding on such terms as the Indemnified Party may deem appropriate after giving fifteen (15) days' notice of the same to the Indemnifying Party and obtaining the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. To the extent applicable, the Indemnified Party shall keep the Indemnifying Party reasonably informed, in writing, as to the defense of any such matter hereunder. (d) No party shall have an obligation to indemnify the other or otherwise have liability to the other party for consequential damages, special damages, incidental damages, indirect damages or similar items. (e) Seller shall have no liability to third parties pursuant to this Article XII to the extent arising from actions taken or not taken by Purchaser, Parent or their Affiliates after the Closing Date. (f) The party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and Damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities and Damages that are indemnifiable hereunder. (g) No party shall be entitled to indemnification to the extent of any tax or other benefits resulting from or which may be legally claimed as a result of the facts and circumstances relating to any indemnifiable claim. (h) If any Damages are covered by third party insurance or subject to other third party recoveries (collectively, "THIRD PARTY RIGHTS"), Purchaser and Parent shall use commercially reasonable efforts to recover the amount of coverage or claim from the insurer or such third party, which recovery (after deduction of costs of collection) shall reduce Damages hereunder. Each of Purchaser and Parent agrees to assign all Third Party Rights to Seller and to appoint Seller as its limited agent and attorney-in-fact for seeking such recovery to the extent Purchaser and Parent fail to recover. Each of Purchaser and Parent also agree to cooperate with Seller and Seller agrees to cooperate with Purchaser and Parent in the collection thereof. Such appointment as limited agent and attorney-in-fact and is coupled with an interest and is irrevocable. (i) To the extent that an Indemnifying Party discharges any claim for indemnification hereunder, the Indemnifying Party shall be subrogated to all rights of the Indemnified Party against third parties. (j) Since Seller is making certain representations and covenants as to certain matters of the Business operated by Xxxxx Limited, in no event shall Xxxxx Limited have any liability in connection with the matters contemplated by this Agreement; provided, however, that Xxxxx Limited shall be a third party beneficiary of this Agreement. (k) After the Closing, the indemnification rights provided hereunder shall be the exclusive remedy of Seller and Buyer Parent, Purchaser and each of their respective Affiliates and their officers, directors, employees, stockholders, Affiliates, agents or representatives with respect to any dispute arising out breach contained herein, except for non-monetary remedies being sought with respect to the breach of any agreement or related covenant contained herein. No party shall have any right to set-off any claims hereunder against any payments to be made by such party to another party pursuant to this AgreementAgreement or otherwise, except in the case of a final judgment for a fixed amount not subject to further appeal.

General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments pursuant to this Article IXXI, unless and until the aggregate amount of all claims pursuant to this Article IX XI shall exceed $1,000,000 an amount equal to three percent (3%) of the total cash consideration for the Rooftop Assets (the "THRESHOLD AMOUNTThreshold Amount"), as to which Seller shall be responsible only for the excess over the Threshold AmountThree Million Dollars ($3,000,000) with respect to any other indemnification claims. The maximum aggregate amount recoverable from Seller pursuant with respect to any claims relating to this Article IX Agreement or the transactions contemplated hereby shall not exceed an amount equal to twenty-five percent (25%) of the Aggregate Consideration total cash consideration for the Rooftop Assets (the "CEILING AMOUNTCap"). Notwithstanding anything contained herein to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.3, 4.1 and 4.2 and shall not be applicable to the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller for breach of the representations and warranties contained in Sections 3.1(a), 3.2 and 3.3 shall not exceed the Aggregate Consideration. (b) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of the basis for a claim for indemnification hereunder. The party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities and damages that are indemnifiable hereunder. No party shall be entitled to indemnification to the extent of any available insurance, Tax tax or other benefits (if applicable, computed on a present value basis using a 6% discount rate) resulting from or which may be claimed as a result of the facts and circumstances relating to any indemnifiable claim. To If any Damages are covered by insurance, Purchaser shall use all reasonable efforts to recover the extent that Buyer and/or the Company is entitled to indemnification from ITT for any misrepresentation or breach amount of warranty contained herein, neither Buyer nor the Company shall be entitled to indemnification such Damages from the insurer of such insurance which recovery (net of any retroactive premium adjustments and the aggregate amount of reasonably anticipated (based or written advice from insurance brokers or providers) increased insurance premiums over the following two policy years) shall reduce the amount of Damages hereunder; provided, however, that Purchaser shall not be required to obtain such recovery as a condition to making a claim against Seller pursuant to this Article IXXI. (c) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of the basis for a claim for indemnification hereunder. (d) With respect to each claim by a third party claim subject which could give rise to an indemnification obligation under this Article IX XI (a "THIRD PARTY CLAIMThird Party Claim"), the party seeking indemnification (the "INDEMNIFIED PARTYIndemnified Party") must give prompt notice to the indemnifying party (the "INDEMNIFYING PARTYIndemnifying Party") of the Third Party Claim. The Indemnifying Party may, at its sole cost and expense, upon notice to the Indemnified Party within thirty (30) days after the Indemnifying Party receives notice of the Third Party Claim, assume the defense of the Third Party Claim, with counsel of its choice without prejudice to the right of the Indemnifying Party to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted thereinchoice. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless (i) the settlement or judgment is solely for money damages, or (ii) the Indemnified Party consents thereto, which consent shall not be unreasonably withheld. The Indemnifying Party shall provide the Indemnified Party with ten fifteen (1015) days' days prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. The Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. In no event shall the Indemnified Party consent to a settlement of, or the entry of any judgment arising from any Third Party Claim. The parties shall cooperate in the defense of any Third Party Claim and the relevant records of each party shall be made available on a timely basis. If the Indemnifying Party does not assume the defense of any such claim or proceeding resulting therefrom in accordance with the terms hereof, the Indemnified Party may defend such claim or proceeding in a reasonable manner, including settling such claim or proceeding on such terms as the Indemnified Party may deem appropriate after giving fifteen (15) days' notice of the same to the Indemnifying Party and obtaining the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. To the extent applicable, the Indemnified Party shall keep the Indemnifying Party reasonably informed, in writing, as to the defense of any such matter hereunder. (d) Neither party shall have any obligation to indemnify the other party or otherwise have liability to the other party for consequential damages, special damages, incidental damages, indirect damages, lost profits or similar items. (e) Seller shall have no liability under this Article XI to the extent arising from (i) actions taken or not taken by Purchaser or its affiliates after the Closing Date (provided, however, that the foregoing shall not relieve Seller of any obligations hereunder unless and to the extent, Purchaser's actions or inactions expand or increase Seller's obligations and liabilities hereunder) or (ii) matters disclosed or available to Purchaser as a result of the Due Diligence. (f) To the extent that Seller discharges any claim for indemnification hereunder, Seller shall be subrogated to all rights of Purchaser against third parties. (g) After the Closing, the indemnification rights provided hereunder shall be the exclusive remedy of Seller and Buyer Purchaser and each of their respective affiliates and their officers, directors, employees, stockholders, affiliates, agents or representatives with respect to any dispute arising out of or related to this Agreement.

General Provisions Relating to Indemnification. (a) Seller No claim may be made against the Selling Entities for indemnification pursuant to this Article VII for any individual claim of less than $1,000. Claims of $1,000 or more are referred to herein as "Qualified Claims". The Selling Entities shall not be required to make any payments pursuant to this Article IX, VII unless and until the aggregate amount of all claims pursuant to this Article IX Qualified Claims shall exceed $1,000,000 (the "THRESHOLD AMOUNT")10,000, as to which Seller the Selling Entities shall be responsible only for the excess over the Threshold Amount$10,000. The maximum aggregate amount recoverable from Seller pursuant the Selling Entities with respect to claims relating to this Article IX Agreement shall not exceed an amount be equal to twenty-five percent (25%) of the Aggregate Consideration (the "CEILING AMOUNT"). Notwithstanding anything contained herein $1,000,000, plus any amounts recoverable with respect to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.3, 4.1 and 4.2 and shall not be applicable to the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller for breach of the representations and warranties contained in Sections 3.1(a), 3.2 and 3.3 shall not exceed the Aggregate ConsiderationRetained Liabilities. (b) The party entitled Selling Entities shall have no obligation to indemnification shall take all reasonable steps indemnify Buyer for incidental damages, lost profits or similar items not directly related to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give events giving rise to any liabilities and damages that are indemnifiable hereunder. No party shall be entitled to indemnification to the extent of any available insurance, Tax or other benefits resulting from the facts and circumstances relating to any indemnifiable claim. To the extent that Buyer and/or the Company is entitled to indemnification from ITT for any misrepresentation or breach of warranty contained herein, neither Buyer nor the Company shall be entitled to indemnification from the Seller pursuant to this Article IXliability. (c) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of failure to give prompt notice shall only limit the basis for indemnified party's right to a claim for indemnification hereunderrecovery to the extent the indemnifying party is prejudiced by the delay. (d) With respect to each third party claim subject to this Article IX VII (a "THIRD PARTY CLAIMThird Party Claim"), the party seeking indemnification (the "INDEMNIFIED PARTYIndemnified Party") must give prompt notice to the indemnifying party (the "INDEMNIFYING PARTYIndemnifying Party") as provided in (c) above of the Third Party Claim. The Indemnifying Party mayParty, at its sole cost and expense, may, upon notice to the Indemnified Party within thirty twenty (3020) days after the Indemnifying Party receives notice of the Third Party Claim, assume the defense of the Third Party Claim, with counsel of its choice without prejudice to the right of the Indemnifying Party to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted thereinchoice. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless (i) the settlement or judgment is solely for money damages and the Indemnifying Party has agreed to pay the damages for which the Indemnified Party is entitled to indemnification or (ii) the Indemnified Party consents thereto, which consent shall not be unreasonably withheld. The Indemnifying Party shall provide the Indemnified Party with ten fifteen (1015) days' days prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. The Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. In no event shall the Indemnified Party consent to a settlement of, or the entry of any judgment arising from any Third Party Claim. The parties shall cooperate in the defense of any Third Party Claim and the relevant records of each party shall be made available on a timely basis. (e) After the Closing, the indemnification rights provided hereunder for in this Article VII shall be the exclusive remedy of Seller and Buyer the parties with respect to any dispute arising out of or related to this Agreement.

General Provisions Relating to Indemnification. (a) Seller shall not be required to make any payments pursuant to this Article IX, unless and until the aggregate amount of all claims pursuant to this Article IX shall exceed $1,000,000 2,500,000 (the "THRESHOLD AMOUNTThreshold Amount"), as to after which Seller shall be responsible only for the excess over the Threshold Amount. The maximum aggregate amount recoverable from Seller pursuant to this Article IX shall not exceed an amount equal to twenty-five percent (25%) of the Aggregate Consideration (the "CEILING AMOUNTCeiling Amount"). Notwithstanding anything contained herein to the contrary, the Threshold Amount and Ceiling Amount shall not be applicable to (i) claims for breach of the representations and warranties contained in Sections 3.1(a), 3.2, 3.33.10 and 3.15, 4.1 (ii) the indemnification for Assumed Litigation, Benefit Claims, the FPC Tax Indemnification and 4.2 the Everest Re Receivable Indemnification, and (iii) the indemnification for Market Conduct Claims asserted by Buyer against Seller in writing within one year after the Closing Date (it being acknowledged that Buyer shall not be applicable entitled to indemnification for Market Conduct Claims asserted by Buyer against Seller in writing later than one year after the Closing Date, but such indemnification shall be subject to the Threshold Amount and the Ceiling Amount), (iv) claims for indemnification attributable to any active and willful fraudulent misrepresentation by Seller hereunder and (v) the Tax Disaffiliation Agreement; provided, however, that the maximum aggregate amount recoverable from Seller for breach of the representations and warranties contained in Sections 3.1(a), 3.2 3.2, 3.10, and 3.3 3.15 shall not exceed the Aggregate Consideration. Notwithstanding the foregoing, the Threshold Amount shall not be applicable to indemnification for the failure to fulfill any covenant or agreement contained herein or in any agreement or other document delivered pursuant to the terms hereof. For purposes of this Agreement, the "Aggregate Consideration" shall mean the Closing Consideration, as adjusted pursuant to Section 1.2(b). In the event the acquisition of First Protection Company by the Company is not consummated on or prior to March 7, 2000, no references in this Section 9.2 to FPC shall have any force or effect. (b) The party entitled to indemnification shall take all reasonable steps to mitigate all indemnifiable liabilities and damages upon and after becoming aware of any event which could reasonably be expected to give rise to any liabilities and damages that are indemnifiable hereunder, and shall reimburse the Indemnifying Party for any amounts actually received in excess of 100% of the Loss, up to the amount of the Indemnifying Party's actual indemnification payment for the Loss. No party shall be entitled to indemnification to the extent of any available insurance, Tax or other benefits resulting from the facts and circumstances relating to any indemnifiable claim. To , in which event, the extent that Buyer and/or tax consequences of the Company is indemnification payment to the party entitled to indemnification from ITT for any misrepresentation or breach of warranty contained herein, neither Buyer nor the Company thereto shall be entitled to indemnification from given effect in determining the Seller pursuant to this Article IXindemnifiable amount. (c) The party seeking indemnification shall give written notice to the indemnifying party of the facts and circumstances giving rise to any claim for indemnification as soon as reasonably possible but in any event within thirty (30) days after it obtains knowledge of the basis for a claim for indemnification hereunder; provided, however, that notwithstanding any failure of the party seeking indemnification to give notice within such thirty days, the indemnifying party shall remain liable hereunder except (and only) to the extent the delay in receiving notice has materially impaired the ability of the indemnifying party to contest any such claim; and, provided, further, that in no event shall any claim for indemnification be made after the expiration of the applicable survival period provided in Section 9.1. (d) With respect to each third third-party claim subject to this Article IX (a "THIRD PARTY CLAIMThird Party Claim"), the party seeking indemnification (the "INDEMNIFIED PARTYIndemnified Party") must give prompt notice to the indemnifying party (the "INDEMNIFYING PARTYIndemnifying Party") of the Third Party Claim. The Indemnifying Party may, at its sole cost and expense, upon notice to the Indemnified Party within thirty (30) days after the Indemnifying Party receives notice of the Third Party Claim, assume the defense of the Third Party Claim, with counsel of its choice (which counsel shall be reasonably satisfactory to the Indemnified Party) without prejudice to the right of the Indemnifying Party to contest its obligation to indemnify the Indemnified Party in respect to the claims asserted therein. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, unless the Indemnified Party consents thereto, which consent shall not be unreasonably withheld. The Indemnifying Party shall provide the Indemnified Party with ten (10) business days' prior notice before it consents to a settlement of, or the entry of a judgment arising from, any Third Party Claim. The Indemnified Party shall be entitled to participate in the defense of (but not control) any Third Party Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. In no event shall the Indemnified Party consent (without the consent of the Indemnifying Party) to a settlement of, or the entry of any judgment arising from from, any Third Party Claim. The parties shall cooperate in the defense of any Third Party Claim and the relevant records of each party shall be made available on a timely basis. Any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (ii) the Indemnifying Party has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Party, or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. (e) After the Closing, the indemnification rights provided hereunder shall be the exclusive remedy of Seller and Buyer with respect to any dispute arising out of or related to this Agreement; provided, however, that any disputes under the Loss Portfolio Reinsurance Agreement, the Unearned Premium Portfolio Reinsurance Agreement and the Excess Loss Ratio Reinsurance Contract shall be resolved in accordance with the terms of such agreements. (f) To the extent Seller indemnifies Buyer, the Company or any Subsidiary hereunder pursuant to the FPC Tax Indemnification or the Everest Re Receivable Indemnification, the Seller shall be subrogated to the rights, if any, of the indemnified party against any third parties with respect to that matter indemnified, and the indemnified party shall execute and deliver such assignments of those rights as Seller shall reasonably request from time to time. Nothing herein shall limit the Seller's rights to subrogation for any matter under applicable law (including, without limitation, the common law).