Common use of Indemnification Actions Clause in Contracts

Indemnification Actions. All claims for indemnification under Section 9.1 shall be asserted and resolved as follows: (a) For purposes of this Article 9, the term “Indemnifying Person,” when used in connection with particular Damages, shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9. (b) To make a claim for indemnification under Section 9.1, an Indemnified Person shall notify the Indemnifying Person of its claim in writing, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Party Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The failure of any Indemnified Person to give notice of a claim as provided in this Section 9.2 shall not relieve the Indemnifying Person of its obligations under Section 9.1 except to the extent such failure materially prejudices the Indemnifying Person’s ability to defend against the claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which was inaccurate or breached. (c) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Third Party Claim under this Article 9. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (d) If the Indemnifying Person admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim, and shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d). An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with respect to the Third Party Claim) or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity). (e) If the Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed the defense of a Third Party Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (f) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification with respect to such Damages or (iii) dispute the claim for such Damages. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the Indemnifying Person shall be conclusively deemed obligated to provide such indemnification hereunder.

Indemnification Actions. All claims for indemnification under Section 9.1 5.02 or Section 5.03 shall be asserted and resolved as follows: (a) For purposes of this Article 9, the term “Indemnifying Person,” when used in connection with particular Damages, shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9. (b) To make a claim for indemnification under Section 9.15.02 or Section 5.02, an Indemnified indemnified Person shall notify the Indemnifying Person indemnifying Party of its claim in writingclaim, including the reasonably specific details of and specific the basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person Third Party against the Indemnified indemnified Person (a “Third Party Claim”), the Indemnified indemnified Person shall provide its Claim Notice promptly after the Indemnified indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The ; provided that the failure of any Indemnified indemnified Person to give notice of a claim Claim as provided in this Section 9.2 5.06 shall not relieve the Indemnifying Person indemnifying Party of its obligations under Section 9.1 5.06 except to the extent such failure materially prejudices the Indemnifying Personindemnifying Party’s ability to defend against the claimClaim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which that was inaccurate or breached. (cb) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified indemnified Person whether it admits or denies its obligation to defend the Indemnified indemnified Person against such Third Party Claim under this Article 95. If the Indemnifying Person indemnifying Party does not notify the Indemnified indemnified Person within such thirty (30) day period regarding whether the Indemnifying Person indemnifying Party admits or denies its obligation to defend the Indemnified indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person indemnifying Party and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person)indemnifying Party. (dc) If the Indemnifying Person indemnifying Party admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Claim. The indemnifying Party Claim, and shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect thereof (subject to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunderlimitations as further provided herein). If requested by the Indemnifying Personindemnifying Party, the Indemnified indemnified Person agrees to reasonably cooperate in contesting any Third Claim that the indemnifying Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person indemnifying Party pursuant to this Section 9.2(d5.03(c). An Indemnifying Person indemnifying Party shall not, without the written consent of the Indemnified indemnified Person, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which that (i) does not result in a full and final resolution of the Indemnified indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified indemnified Person from all further liability with in respect to the Third Party of such Claim) or (ii) may materially and adversely affect the Indemnified indemnified Person (other than as a result of money damages covered by the indemnity). (ed) If the Indemnifying Person indemnifying Party does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Party Claim, then the Indemnified indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Personindemnifying Party, if the Indemnified indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person indemnifying Party has not yet admitted its obligation to provide indemnification with respect to a Third Party Claimindemnify the indemnified Person, the Indemnified indemnified Person shall send written notice to the Indemnifying Person indemnifying Party of any proposed settlement and the Indemnifying Person indemnifying Party shall have the option for ten (10) days following receipt of such notice to (i) %4. admit in writing its obligation to provide for indemnification with respect to the Third Party such Claim and (ii) %4. if its obligation is so admitted, assume the defense of the Third Party Claim and Claim, including the power to reject the proposed settlementsettlement in its reasonable judgment. If the Indemnified indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person indemnifying Party after the Indemnifying Person indemnifying Party has timely admitted its obligation for indemnification in writing and assumed the defense of a Third Party the Claim, the Indemnified indemnified Person shall be deemed to have waived any right to indemnity therefor. (fe) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person indemnifying Party shall have thirty (30) days from its receipt of the Claim Notice to (i) %4. cure the Damages complained of, (ii) %4. admit its obligation to provide indemnification with respect to such Damages or (iii) %4. dispute the claim for such Damages. If the Indemnifying Person indemnifying Party does not notify the Indemnified indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the Indemnifying Person indemnifying Party shall be conclusively deemed obligated to provide such indemnification hereunder.

Indemnification Actions. All claims for indemnification under Section 9.1 13.2 shall be asserted and resolved as follows: (a) For purposes of this Article 913, the term “"Indemnifying Person,” " when used in connection with a particular Damages, Claim shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages Claim pursuant to this Article 913, and the term “"Indemnified Person,” " when used in connection with a particular Damages, Claim shall mean the a Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons Claim pursuant to this Article 913 (including, for the avoidance of doubt, those Persons identified in Section 13.3(h)). (b) To make a claim for indemnification under Section 9.113.2, an Indemnified Person shall notify the Indemnifying Person of its claim in writingclaim, including the specific details of and specific basis under this Agreement for its claim (the “"Claim Notice”"). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “"Third Party Claim”"), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a complete copy of all papers (if any) served with respect to the Third Party Claim. The ; provided that the failure of any Indemnified Person to give notice of a claim Third Party Claim as provided in this Section 9.2 13.3 shall not relieve the Indemnifying Person of its obligations under Section 9.1 13.2, except to the extent such failure materially results in insufficient time being available to permit the Indemnifying Person to effectively defend against the Third Party Claim or otherwise prejudices the Indemnifying Person’s 's ability to defend against the claimThird Party Claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant covenant, or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which that was inaccurate or breachedbreached and the reasonably specific details of, and specific basis for, such asserted inaccuracy or breach. (c) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Third Party Claim under this Article 913. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period regarding whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to have denied its obligation to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (d) If the Indemnifying Person admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim, and . The Indemnifying Person shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d13.3(d). An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which that (i) does not result in a final final, non-appealable, resolution of the Indemnified Person’s 's liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with in respect to the of such Third Party Claim) or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity). (e) If the Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s 's choosing, subject to the right of the Indemnifying Person to admit its obligation to indemnify the Indemnified Person and assume the defense of the Third Party Claim at any time prior to settlement or final final, non-appealable determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claimindemnify the Indemnified Person, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide for indemnification with respect to the such Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and Claim, including the power to reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation for indemnification in writing and assumed the defense of a the Third Party Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (f) If a Party would be required to defend a Third Party Claim as provided in this Section 13.3, which Third Party Claim is liquidated in amount, but for the assertion that the other Party would not be entitled to indemnification for any liability, loss, cost, expense, claim, award, judgment, or other damages incurred or suffered by such Party due solely to the limitations set forth in Section 13.5(c) with respect to the amount of such Claim, such Party shall nevertheless have the right and obligation to defend against such Third Party Claim as set forth in Section 13.3(d), subject to the indemnification obligations of such Party set forth in this Article 13; provided, however, that if, upon final, non-appealable liquidation of the amount of such Third Party Claim, the Party defending such Third Party Claim pursuant to this Section 13.3(f) would not have had the obligation to defend such Claim under Section 13.5(c) due solely to the limitations set forth in Section 13.5(c) with respect to the amount of such Third Party Claim, the Party defending such Third Party Claim shall be entitled to reimbursement of all reasonable costs and expenses incurred with respect to the defense of such Third Party Claim. (g) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages Claims complained of, (ii) admit its obligation to provide indemnification with respect to such Damages Claims or (iii) dispute the claim assertion for such DamagesClaims. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages Claims or that it disputes the claim assertion for such DamagesClaims, the Indemnifying Person shall be conclusively deemed obligated to provide such have disputed the claim for indemnification hereunder. (h) Any claim for indemnity under Section 13.2 by any Affiliate, director, officer, employee or agent must be brought and administered by the applicable Party to this Agreement. No Indemnified Person other than the Seller and Buyer shall have any rights against either Seller or Buyer under the terms of Section 13.2 except as may be exercised on its behalf by Buyer or Seller, as applicable, pursuant to this Section 13.3(h). Each of Seller and Buyer may elect to exercise or not exercise indemnification rights under this Section 13.3 on behalf of the other Indemnified Persons affiliated with it in its sole discretion and shall have no liability to any such other Indemnified Person for any action or inaction under this Section 13.3.

Indemnification Actions. All claims for indemnification under Section 9.1 10.1 shall be asserted and resolved as follows: (a) For purposes of this Article 9, the term “Indemnifying Person,” when used in connection with particular Damages, shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9. (b) To make a claim for indemnification under Section 9.110.1, an Indemnified Person shall notify the Purchaser or Seller, as applicable (the “Indemnifying Person Person”) of its claim in writingclaim, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Party Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The ; provided that the failure of any Indemnified Person to give notice of a claim Claim as provided in this Section 9.2 10.2 shall not relieve the Indemnifying Person of its obligations under Section 9.1 10.1 except to the extent such failure materially prejudices the Indemnifying Person’s 's ability to defend against the claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which was inaccurate or breachedClaim. (cb) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Third Party Claim under this Article 910. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period regarding whether the Indemnifying Person Purchaser admits or denies its obligation to defend the Indemnified Person, it the Damages for which the Indemnified Person is seeking indemnity shall be conclusively deemed obligated to provide such indemnification a liability of the Indemnifying Person hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (dc) If the Indemnifying Person admits its obligationobligation to indemnify the Indemnified Person, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim, and . The Indemnifying Person shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d10.2(c). An The Indemnifying Person shall not, without the written consent of the Indemnified Person, such consent not to be unreasonably withheld, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which that: (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with in respect to the Third Party of such Claim) ); or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity). (ed) If the Indemnifying Person does not admit its obligation to indemnify the Indemnified Person or admits its obligation but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation to indemnify the Indemnified Person and assume the defense of the Third Party Claim at any time prior to the settlement or the final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claimindemnify the Indemnified Person, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to to: (i) admit in writing its obligation to provide for indemnification with respect to the Third Party Claim such Claim; and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and Claim, including the power to reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation for indemnification in writing and assumed the defense of a Third Party the Claim, the Indemnified Person shall be deemed to have waived any right to indemnity thereforfor such Claim hereunder. (fe) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to to: (i) cure the Damages complained of, ; (ii) admit its obligation to provide indemnification with respect to indemnify the Indemnified Person for such Damages Damages; or (iii) dispute the Indemnified Person’s claim for such Damages. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the amount of such Damages shall conclusively be deemed an obligation of the Indemnifying Person shall be conclusively deemed obligated to provide such indemnification hereunder.

Indemnification Actions. All claims for indemnification under Section 9.1 10.1 shall be asserted and resolved as follows: (a) For purposes Promptly upon obtaining actual knowledge of this Article 9a claim for indemnification hereunder, the term “Indemnifying Person,” when used in connection with particular Damages, shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9. (b) To make any Party making a claim for indemnification under Section 9.110.1 (hereunder, an Indemnified Person “Indemnitee”) shall notify the Indemnifying Person indemnifying party (“Indemnitor”) of its such claim in writing, including the specific details of and specific basis under this Agreement for its claim writing (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Party Notice of Claim”), describing the Indemnified Person shall provide its Claim Notice promptly after claim, the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers amount thereof (if any) served with respect known and quantifiable), and the basis thereof; provided, that the failure to the Third Party Claim. The failure of any Indemnified Person to give notice of a claim as provided in this Section 9.2 so notify an Indemnitor shall not relieve the Indemnifying Person Indemnitor of its obligations under Section 9.1 hereunder except to the extent that such failure materially prejudices shall have adversely affected the Indemnifying Person’s Indemnitor's ability to defend against, settle, mitigate or satisfy any Loss for which the Indemnitee is entitled to indemnification hereunder. (b) If the claim set forth in a Notice of Claim relates to a claim or demand asserted by a third party, the Indemnitor shall have the right to elect (by notice in writing to the Indemnitee within thirty (30) days after the date the Notice of Claim is deemed delivered pursuant to Section 10.2(a)) to defend such third party claim or demand with reputable counsel on behalf of the Indemnitee, at the Indemnitor's sole cost and expense; provided, that prior to the Indemnitor assuming control of such defense it shall first verify to the Indemnitee in writing that such Indemnitor will fully indemnify the Indemnitee with respect thereto. If the Indemnitor elects to defend such third party claim or demand, the Indemnitee shall make available to the Indemnitor and its agents and representatives as reasonably requested all records and other materials that are reasonably required in the defense of such third party claim or demand and shall otherwise reasonably cooperate with and assist the Indemnitor in the defense of such third party claim or demand, subject to the reimbursement of the reasonable costs and expenses incurred by the Indemnitee as a result of a request by the Indemnitor to so make available records or other materials or so cooperate. So long as the Indemnitor is defending such third party claim or demand in good faith, the Indemnitee shall not pay, settle or compromise such third party claim or demand without the consent of the Indemnitor (such consent not to be unreasonably withheld, delayed or conditioned) for an amount which is [REDACTED]* of the amount which the Indemnitee seeks to recover from the Indemnitor; it being understood that the Indemnitee may settle any third party claim or demand for an amount which is [REDACTED]* of the amount which the Indemnitee seeks to recover from the Indemnitor hereunder without the consent of the Indemnitor, in which case the Indemnitee shall not be entitled to indemnification for any amounts in excess of those amounts that the Indemnitee seeks to recover from the Indemnitor. If the Indemnitor shall control the defense of any third party claim or demand, the Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, conditioned or delayed) before admitting any liability with respect to, consenting to the entry of any judgment, or settling, compromising or discharging, such third party claim or demand if, pursuant thereto or as a result thereof, injunctive or other equitable relief shall be imposed against the claimIndemnitee or if such judgment, settlement, compromise or discharge does not expressly and unconditionally release the Indemnitee from all liabilities with respect to such third party claim or demand, without prejudice. In If the event that the Indemnitor elects to defend such third party claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreementdemand, the Claim Notice Indemnitee shall specify have the representationright to participate in the defense of such third party claim or demand, warrantyat its own expense, covenant provided, that if the Indemnitor does not elect to defend such third party claim or agreement demand, does not defend such third party claim in good faith or in a timely manner, or if there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor's expense, to defend or participate in the defense of such third party claim or demand. Notwithstanding the foregoing, the Indemnitor shall not be entitled to assume control of the defense of any third party claim or demand, and shall pay the fees and expenses of counsel retained by the Indemnitee with respect thereto, if (A) such third party claim or demand relates to or arises in connection with any Taxes (which was inaccurate are addressed in Section 8.4) or breachedcriminal matters or (B) such third party claim or demand seeks an injunction or equitable relief against the Indemnitee or its business (including the Business). (c) In Except as otherwise provided in the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Third Party Claim under this Article 9. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified following sentence with respect to such Third claims by the Company, any claim for indemnity under Section 10.1 by any Affiliate, director, officer, employee or agent must be brought and administered by the applicable Party Claimto this Agreement. No Indemnified Person other than a Seller and Purchaser, or, after Closing, the cost of filing such motionCompany, answer or other pleading shall be reimbursed by the Indemnifying Person). (d) If the Indemnifying Person admits its obligation, it shall have any rights against a Seller or Purchaser under the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim, and shall have full control terms of such defense and proceedings, including any compromise or settlement thereof, Section 10.1 except as otherwise set forth in this Section 9.2may be exercised on its behalf by Purchaser or such Seller, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable reliefas applicable, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d10.2(c). An Indemnifying Person shall not, without the written consent Each Seller and Purchaser may elect to exercise or not exercise indemnification rights under this Section 10.2 on behalf of the other Indemnified Person, settle Persons affiliated with it in its sole discretion and shall have no liability to any Third Party Claim or consent to the entry of any judgment with respect thereto which (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the such other Indemnified Person from all further liability with respect to the Third Party Claim) for any action or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity)inaction under this Section 10.2. (e) If the Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed the defense of a Third Party Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (f) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification with respect to such Damages or (iii) dispute the claim for such Damages. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the Indemnifying Person shall be conclusively deemed obligated to provide such indemnification hereunder.

Indemnification Actions. All claims for indemnification under Section 9.1 10.1 shall be asserted and resolved as follows: (a) For purposes Promptly upon obtaining actual knowledge of this Article 9a claim for indemnification hereunder, the term “Indemnifying Person,” when used in connection with particular Damages, shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9. (b) To make any Party making a claim for indemnification under Section 9.110.1 (hereunder, an Indemnified Person “Indemnitee”) shall notify the Indemnifying Person indemnifying party (“Indemnitor”) of its such claim in writing, including the specific details of and specific basis under this Agreement for its claim writing (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Party Notice of Claim”), describing the Indemnified Person shall provide its Claim Notice promptly after claim, the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers amount thereof (if any) served with respect known and quantifiable), and the basis thereof; provided, that the failure to the Third Party Claim. The failure of any Indemnified Person to give notice of a claim as provided in this Section 9.2 so notify an Indemnitor shall not relieve the Indemnifying Person Indemnitor of its obligations under Section 9.1 hereunder except to the extent that such failure materially prejudices shall have adversely affected the Indemnifying PersonIndemnitor’s ability to defend against, settle, mitigate or satisfy any Loss for which the Indemnitee is entitled to indemnification hereunder. (b) If the claim set forth in a Notice of Claim relates to a claim or demand asserted by a third party, the Indemnitor shall have the right to elect (by notice in writing to the Indemnitee within thirty (30) days after the date the Notice of Claim is deemed delivered pursuant to Section 10.2(a)) to defend such third party claim or demand with reputable counsel on behalf of the Indemnitee, at the Indemnitor’s sole cost and expense; provided, that prior to the Indemnitor assuming control of such defense it shall first verify to the Indemnitee in writing that such Indemnitor will fully indemnify the Indemnitee with respect thereto. If the Indemnitor elects to defend such third party claim or demand, the Indemnitee shall make available to the Indemnitor and its agents and representatives as reasonably requested all records and other materials that are reasonably required in the defense of such third party claim or demand and shall otherwise reasonably cooperate with and assist the Indemnitor in the defense of such third party claim or demand, subject to the reimbursement of the reasonable costs and expenses incurred by the Indemnitee as a result of a request by the Indemnitor to so make available records or other materials or so cooperate. So long as the Indemnitor is defending such third party claim or demand in good faith, the Indemnitee shall not pay, settle or compromise such third party claim or demand without the consent of the Indemnitor (such consent not to be unreasonably withheld, delayed or conditioned) for an amount which is [REDACTED]* of the amount which the Indemnitee seeks to recover from the Indemnitor; it being understood that the Indemnitee may settle any third party claim or demand for an amount which is [REDACTED]* of the amount which the Indemnitee seeks to recover from the Indemnitor hereunder without the consent of the Indemnitor, in which case the Indemnitee shall not be entitled to indemnification for any amounts in excess of those amounts that the Indemnitee seeks to recover from the Indemnitor. If the Indemnitor shall control the defense of any third party claim or demand, the Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, conditioned or delayed) before admitting any liability with respect to, consenting to the entry of any judgment, or settling, compromising or discharging, such third party claim or demand if, pursuant thereto or as a result thereof, injunctive or other equitable relief shall be imposed against the claimIndemnitee or if such judgment, settlement, compromise or discharge does not expressly and unconditionally release the Indemnitee from all liabilities with respect to such third party claim or demand, without prejudice. In If the event that the Indemnitor elects to defend such third party claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreementdemand, the Claim Notice Indemnitee shall specify have the representationright to participate in the defense of such third party claim or demand, warrantyat its own expense, covenant provided, that if the Indemnitor does not elect to defend such third party claim or agreement demand, does not defend such third party claim in good faith or in a timely manner, or if there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at the Indemnitor’s expense, to defend or participate in the defense of such third party claim or demand. Notwithstanding the foregoing, the Indemnitor shall not be entitled to assume control of the defense of any third party claim or demand, and shall pay the fees and expenses of counsel retained by the Indemnitee with respect thereto, if (A) such third party claim or demand relates to or arises in connection with any Taxes (which was inaccurate are addressed in Section 8.4) or breachedcriminal matters or (B) such third party claim or demand seeks an injunction or equitable relief against the Indemnitee or its business (including the Business). (c) In Except as otherwise provided in the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Third Party Claim under this Article 9. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified following sentence with respect to such Third claims by the Company, any claim for indemnity under Section 10.1 by any Affiliate, director, officer, employee or agent must be brought and administered by the applicable Party Claimto this Agreement. No Indemnified Person other than a Seller and Purchaser, or, after Closing, the cost of filing such motionCompany, answer or other pleading shall be reimbursed by the Indemnifying Person). (d) If the Indemnifying Person admits its obligation, it shall have any rights against a Seller or Purchaser under the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim, and shall have full control terms of such defense and proceedings, including any compromise or settlement thereof, Section 10.1 except as otherwise set forth in this Section 9.2may be exercised on its behalf by Purchaser or such Seller, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable reliefas applicable, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d10.2(c). An Indemnifying Person shall not, without the written consent Each Seller and Purchaser may elect to exercise or not exercise indemnification rights under this Section 10.2 on behalf of the other Indemnified Person, settle Persons affiliated with it in its sole discretion and shall have no liability to any Third Party Claim or consent to the entry of any judgment with respect thereto which (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the such other Indemnified Person from all further liability with respect to the Third Party Claim) for any action or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity)inaction under this Section 10.2. (e) If the Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed the defense of a Third Party Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (f) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification with respect to such Damages or (iii) dispute the claim for such Damages. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the Indemnifying Person shall be conclusively deemed obligated to provide such indemnification hereunder.

Indemnification Actions. All claims for indemnification under Section 9.1 shall be asserted and resolved as follows: (a) For purposes of this Article 9Section 9.3, the term “Indemnifying Person,” Person when used in connection with particular Damages, Losses shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages Losses pursuant to this Article 9, Sections 9.1 and 9.2 and the term “Indemnified Person,” Person when used in connection with particular Damages, Losses shall mean the a Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons Losses pursuant to this Article 9.Sections 9.1 and 9.2. All claims for indemnification under Sections 9.1 and 9.2 shall be asserted and resolved as follows: (ba) To make a claim for indemnification under Section 9.1Sections 9.1 and 9.2, an Indemnified Person shall notify the Indemnifying Person of its claim in writingclaim, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that If the claim for indemnification is based upon a claim by a third Person party against the Indemnified Person (a “Third Party Claim”), the Indemnified Person shall provide its Claim Notice reasonably promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The ; provided that the failure of any Indemnified Person to give notice of a claim Third Party Claim as provided in this Section 9.2 9.3 shall not relieve the Indemnifying Person of its obligations under Section Sections 9.1 and 9.2 except to the extent such failure materially prejudices the Indemnifying Person’s ability to defend against the claim. Third Party Claim or increases the potential liability of the Indemnifying Person with respect to the Third Party Claim. (b) In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which was inaccurate or breached. (c) In the case of a claim for indemnification based upon a Third Party ClaimClaim for which the Indemnifying Person would be required to indemnify the Indemnified Person for more than 50% of the Losses claimed, unless the Indemnifying Person fails to respond to the Indemnified Person’s notice under Section 9.3(a) within 30 days after receiving such notice, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Third Party Claim under this Article 9. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (d) If the Indemnifying Person admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim, and . The Indemnifying Person shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in subject to the penultimate sentence of this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder9.3(b). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d9.3(b). Notwithstanding the other provisions of this Section 9.3(b), the Indemnified Person shall be entitled to participate in any such defense or settlement at the expense of the Indemnifying Person if, in the reasonable opinion of counsel to the Indemnified Person, a material conflict exists between the Indemnified Person and the Indemnifying Person. An Indemnifying Person shall not, without the written consent of the Indemnified Person, such consent not to be unreasonably withheld, conditioned or delayed, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which that (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with in respect to the of such Third Party Claim) or (ii) may materially does not solely provide for monetary damages, the Indemnifying Person makes such payment in full and adversely affect the Indemnified Person receives an unconditional release with respect to such Third Party Claim. If the Indemnifying Person elects to control any Third Party Claim which relates to any Losses indemnified by it hereunder, it shall notify the Indemnified Person of its intent to do so and shall fully indemnify the Indemnified Person for all Losses relating to such Third Party Claim (other than as a result of money damages covered by subject to the indemnityapplicable limitations set forth in Section 9.4). (ec) If the Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle assume the defense of a Third Party ClaimClaim pursuant to Section 9.3(b) or does not timely respond to the notice pursuant to Section 9.4(a), then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing. The Indemnified Person shall not, subject to without the right written consent of the Indemnifying Person Person, such consent not to admit its obligation and assume the defense of the be unreasonably withheld, conditioned or delayed, settle any Third Party Claim at or consent to the entry of any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification judgment with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlementthereto. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed the defense of a Third Party ClaimPerson, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (f) In the case . This Section 9.3 shall not apply to claims in respect of a claim for indemnification not based upon a Third Party ClaimTaxes, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification with respect to such Damages or (iii) dispute the claim for such Damages. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the Indemnifying Person which shall be conclusively deemed obligated to provide such indemnification hereundergoverned exclusively by Section 9.10.

Indemnification Actions. All claims Claims for indemnification under this Section 9.1 11 shall be asserted and resolved as follows: (ai) For purposes of this Article 9Section 11, the term “Indemnifying Person,Party” when used in connection with particular Damages, Damages shall mean the Person or Persons Party having an obligation to indemnify another Person or Persons the other Party with respect to such Damages pursuant to this Article 9Section 11, and the term “Indemnified Person,Party” when used in connection with particular Damages, Damages shall mean the Person or Persons Party having the right to be indemnified with respect to such Damages by another Person or Persons the other Party pursuant to this Article 9Section 11. (bii) To make a claim for indemnification under this Section 9.111, an Indemnified Person Party shall notify the Indemnifying Person Party of its claim in writingunder this Section 11, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Party Claim”), the Indemnified Person Party shall provide its Claim Notice promptly after the Indemnified Person Party has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The failure of any Indemnified Person to give notice of a claim as provided in this Section 9.2 shall not relieve the Indemnifying Person of its obligations under Section 9.1 except to the extent such failure materially prejudices the Indemnifying Person’s ability to defend against the claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which was inaccurate or breached. (c) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Third Party Claim under this Article 9. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (diii) If the Indemnifying Person admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim, and shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d). An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with respect to the Third Party Claim) or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity). (e) If the Indemnifying Person does not admit its obligation liability or admits its obligation liability but fails to diligently defend prosecute or settle the Third Party Claim, then the Indemnified Person Party shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder)Party, with counsel of the Indemnified PersonParty’s choosing, subject to the right of the Indemnifying Person Party to admit its obligation liability and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed the defense of a Third Party Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (fiv) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person Party shall have thirty (30) 30 days from its receipt of the Claim Notice to (iA) cure the Damages complained of, (iiB) admit its obligation to provide indemnification with respect to liability for such Damages or (iiiC) dispute the claim for such Damages. If the Indemnifying Person Party does not notify the Indemnified Person Party within such thirty (30) 30 day period that it has cured the Damages or that it disputes the claim for such Damages, the amount of such Damages shall conclusively be deemed a liability of the Indemnifying Person shall be conclusively deemed obligated to provide such indemnification hereunderParty.

Indemnification Actions. All claims for indemnification under Section 9.1 this Article 10 shall be asserted and resolved as follows: (a) For purposes of Promptly after receipt by a Person entitled to indemnity under this Article 910 (an “Indemnified Person”) of notice of the assertion of a Third Party Claim against it, such Indemnified Person shall promptly give written notice to the term Person obligated to indemnify against such Third Party Claim (an “Indemnifying Person,” when used in connection with particular Damages”) of the assertion of such Third Party Claim; provided, shall mean that the Person or Persons having an obligation failure to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9. (b) To make a claim for indemnification under Section 9.1, an Indemnified Person shall timely notify the Indemnifying Person of its claim in writing, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Party Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The failure of any Indemnified Person to give notice of a claim as provided in this Section 9.2 shall will not relieve the Indemnifying Person of its obligations under Section 9.1 any Liability that it may have to any Indemnified Person, except to the extent of actual prejudice arising from such failure materially prejudices failure. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 10.4(a) of the assertion of a Third Party Claim, then the Indemnifying Person shall be entitled to assume the defense of such Third Party Claim with counsel of its choosing that is reasonably acceptable to the Indemnified Person (it being agreed that the Indemnifying Person’s ability counsel as of the date hereof shall be reasonably acceptable to defend against the claim. In Indemnified Person); provided, however, that (a) the event that the claim for indemnification is based upon an inaccuracy or breach Indemnifying Person shall not be entitled to assume defense of a representationThird Party Claim if the Indemnified Person has one (1) or more defenses that cannot be asserted by the Indemnifying Person and such inability would actually prejudice the Indemnified Person, warranty, covenant (b) the Indemnifying Person shall not be entitled to assume defense of a Third Party Claim if such claim is being brought by a Governmental Body or agreement, the Claim Notice shall specify the representation, warranty, covenant seeks an injunction or agreement which was inaccurate or breached. provisional relief and (c) In as a condition to assuming the case defense of a claim for indemnification based upon a such Third Party Claim, the Indemnifying Person must acknowledge and agree in writing that each Indemnified Person will be indemnified and held harmless hereunder with respect to the full amount of any and all Damages the Indemnified Person may suffer or incur arising out of or relating to the Third Party Claim (regardless of any limitations set forth herein). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice not be liable to notify the Indemnified Person whether it admits under this Article 10 for any fees of other counsel or denies its obligation any other expenses with respect to defend the Indemnified Person against defense of such Third Party Claim under this Article 9Claim. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (d) If the Indemnifying Person admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim, and shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d). An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with respect to the Third Party Claim) or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity). (e) If the Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed assumes the defense of a Third Party Claim, then no compromise or settlement of such Third Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s express written consent unless (A) there is no finding or admission of any wrongdoing by the Indemnified Person, (B) the sole relief provided is monetary Damages that are paid in full by the Indemnifying Person, and (C) the claim does not relate to Taxes. If notice is given to an Indemnifying Person of the assertion of any Third Party Claim and the Indemnifying Person does not, within fifteen (15) Business Days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of the Indemnifying Person’s election to assume the defense of such Third Party Claim, then the Indemnifying Person shall be bound by any determination made in such Third Party Claim or any compromise or settlement reasonably effected by the Indemnified Person. (c) With respect to any Third Party Claim subject to indemnification under this Article 10: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other fully informed of the status of such Third Party Claim and any related legal actions at all stages thereof where such other person is not represented by its own counsel, and (ii) each Party agrees (at its own expense) to render to each other such assistance as a Party may reasonably require of another and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim. (d) With respect to any Third Party Claim subject to indemnification under this Article 10, 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 of the other Party. In connection therewith, each Party agrees that: (i) it will use its reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable Law and rules of procedure); and (ii) all communications between any Party and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (e) With respect to a claim between the Parties, if any Indemnified Person believes that such Indemnified Person is entitled to indemnification pursuant to this Article 10other than in connection with a Third Party Claim, such Indemnified Person shall give the appropriate Indemnifying Person notice of such claim stating the amount of Losses, if known, and the method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement under which such right of indemnification is claimed or arises (each, a “Claim Notice”). The Indemnifying Person shall have fifteen (15) days after the receipt of such notice to deliver a written response noting that it disagrees with the amount or the method of determination to the indemnification obligation in the Claim Notice, and specifying in reasonable detail the basis for such disagreement (each, a “Reply Certificate”). If a Reply Certificate is timely delivered pursuant to this Section 10.4(e) but only disputes a portion of the claims set forth in the Claim Notice, any claim that is not disputed in the Reply Certificate shall be deemed to have acknowledged and authorized such Indemnified Person’s right to receive the amount specified in the applicable Claim Notice. If a Reply Certificate is not timely delivered with respect to any Claim Notice, then the Indemnifying Person shall be deemed to have waived any acknowledged and authorized such Indemnified Person’s right to indemnity therefor. (f) In receive the case of amount specified in the applicable Claim Notice. If a claim for indemnification not based upon a Third Party ClaimReply Certificate pursuant is timely delivered in response to any Claim Notice, then the Indemnifying Person and the Indemnified Person shall have negotiate in good faith to resolve the matter for a period of thirty (30) days from its receipt prior to the initiation of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification with any litigation in respect to such Damages or (iii) dispute the claim for such Damages. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the Indemnifying Person shall be conclusively deemed obligated to provide such indemnification hereunderthereof.

Indemnification Actions. All claims for indemnification under Section 9.1 8.1 shall be asserted and resolved as follows: (a) For purposes of this Article 9, the term “Indemnifying Person,” when used in connection with particular Damages, shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9. (b) To make a claim for indemnification under Section 9.18.1, an Indemnified Person shall notify the Indemnifying Person of its claim in writingclaim, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Party Person Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Third Party Person Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Person Claim. The ; provided that the failure of any Indemnified Person to give notice of a claim Third Person Claim as provided in this Section 9.2 8.2(a) shall not relieve the Indemnifying Person of its obligations under Section 9.1 8.1 except to the extent such failure materially results in insufficient time being available to permit the Indemnifying Person to effectively defend against the Third Person Claim or otherwise prejudices the Indemnifying Person’s ability to defend against the claimThird Person Claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant covenant, or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which that was inaccurate or breachedbreached and the reasonably specific details of, and specific basis for, such asserted inaccuracy or breach. (cb) In the case of a claim for indemnification based upon a Third Party Person Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Third Party Person Claim under this Article 9ARTICLE 8. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period regarding whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to have denied its obligation to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (dc) If the Indemnifying Person admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Person Claim, and . The Indemnifying Person shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the thereof The Indemnified Person agrees to cooperate in contesting any Third Party Person Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Person Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d8.2(c). An Indemnifying Person shall not, without the written consent of the Indemnified Person, such consent not to be unreasonably withheld, settle any Third Party Person Claim or consent to the entry of any judgment with respect thereto which thereto, that (i) does not result in a final final, non-appealable resolution of the Indemnified Person’s liability with respect to the Third Party Person Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with in respect to the of such Third Party Person Claim) or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity). (ed) If the Indemnifying Person does not admit its obligation to defend the Indemnified Person against a Third Person Claim or admits its obligation but fails to diligently defend or settle the Third Party Person Claim, then the Indemnified Person shall have the right to defend against the Third Party Person Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), ) with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation to indemnify the Indemnified Person and assume the defense of the Third Party Person Claim at any time prior to settlement or final final, non-appealable determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Person Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Person Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Person Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Person Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation for indemnification in writing and assumed the defense of a Third Party Person Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (fe) In the case of a claim for indemnification not based upon a Third Party Person Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification with respect to such Damages or (iii) dispute the claim for such Damages. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the Indemnifying Person shall be conclusively deemed obligated to provide such have disputed the claim for indemnification hereunder. (f) If a Party admits its obligation to defend a Third Person Claim as provided in Section 8.2(c). which Third Person Claim is unliquidated in amount, but subject to the possibility that the other Party would not be entitled to indemnification for any Damages, liability, loss, cost, expense, claim, award, judgment, or other losses incurred or suffered by such Party due solely to the limitations set forth in Section 8.3(c) with respect to the amount of such Third Person Claim, such Party shall nevertheless have the right and obligation to defend against such Third Person Claim, subject to the indemnification obligations of such Party set forth in this ARTICLE 8; provided, however, that if, upon final, non-appealable liquidation of the amount of such Third Person Claim, the Party defending such Third Person Claim would not have had the obligation to defend such Third Person Claim due solely to the limitations set forth in Section 8.3(c) with respect to the amount of such Third Person Claim, the Party defending such Third Person Claim shall be entitled to reimbursement of all reasonable costs and expenses incurred with respect to the defense of such Third Person Claim.

Indemnification Actions. All claims for indemnification under Section 9.1 7 shall be asserted and resolved as follows: (a) For purposes of this Article 9, the term “Indemnifying Person,” when used in connection with particular Damages, shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9. (b) To make a claim for indemnification under Section 9.17, an Indemnified Person shall notify the Indemnifying Person of its claim in writingclaim, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that If the claim for indemnification is based upon a claim by a third Person party against the Indemnified Person (a “Third Party Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The ; provided that the failure of any Indemnified Person to give notice of a claim Claim as provided in this Section 9.2 8(a) shall not relieve the Indemnifying Person of its obligations under Section 9.1 7 except to the extent (and only to the extent of any incremental Damages incurred) such failure results in insufficient time being available to permit the Indemnifying Person to effectively defend against the Claim or otherwise materially prejudices the Indemnifying Person’s ability to defend against the claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which was inaccurate or breachedClaim. (cb) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) 15 days from its receipt of the Claim Notice to notify the Indemnified Person whether or not it admits or denies its obligation agrees to indemnify and defend the Indemnified Person against such Third Party Claim under this Article 9. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunderSection 8. The Indemnified Person is authorized, prior to and during such thirty (30) 15 day period, to file any motion, answer answer, or other pleading that it shall reasonably deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (dc) If the Indemnifying Person admits its obligationagrees to indemnify the Indemnified Person, it the Indemnifying Person shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim. The Indemnifying Person shall have control of such defense and proceedings except to the extent the Indemnified Person reasonably believes that there might be a conflict of interest between such Indemnified Person and the Indemnifying Person in connection with such Claim, in which case the Indemnified Person shall be entitled to maintain separate counsel at the Indemnifying Person’s expense and the Indemnified Person shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, at its sole cost and expense, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d)8. An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which that (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with in respect to the Third Party of such Claim) or (ii) may materially and adversely affect the Indemnified Person or any of its Affiliates or any of their assets (other than as a result of money damages covered by the indemnity). (ed) If the Indemnifying Person does not admit agree to indemnify the Indemnified Person within the 15 day period specified in Section 8(b), fails to give notice to the Indemnified Person within such 15 day period regarding its obligation election, or admits its obligation if the Indemnifying Person agrees to indemnify, but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed the defense of a Third Party Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (fe) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) 15 days from its receipt of the Claim Notice to (i) cure the Damages complained of, ; (ii) admit its obligation agree to provide indemnification with respect to indemnify the Indemnified Person for such Damages Damages; or (iii) dispute the claim for such Damages. If the such Indemnifying Person does not notify the Indemnified Person respond to such Claim Notice within such thirty (30) 15 day period that it has cured the Damages or that it disputes the claim for period, such Damages, the Indemnifying Person shall will be conclusively deemed obligated to provide such indemnification hereunder. (f) The indemnities in Section 7 relating to breaches of representations and warranties shall terminate as of the termination date, if any, of each respective representation or warranty that is subject to indemnification, except (in each case) as to matters for which a specific written claim for indemnity has been delivered to the Indemnifying Person on or before such termination date which shall not be time limited.

Indemnification Actions. All claims for indemnification under Section 9.1 10.1 shall be asserted and resolved as follows: (a) For purposes of this Article 9ARTICLE 10, the term “Indemnifying Person,Party” when used in connection with particular Damages, shall mean Damages means the Person or Persons Party having an obligation to indemnify another Person or Persons the other Party with respect to such Damages pursuant to this Article 9ARTICLE 10, and the term “Indemnified Person,Party” when used in connection with particular Damages, shall mean Damages means the Person or Persons Party having the right to be indemnified with respect to such Damages by another Person or Persons the other Party pursuant to this Article 9ARTICLE 10. (b) To make a claim for indemnification under Section 9.110.1, an Indemnified Person party shall notify the Indemnifying Person Party of its claim in writingunder this Section 10.3, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that If the claim for indemnification is based upon a claim by a third Person party against the Indemnified Person Party (a “Third Party Claim”), the Indemnified Person Party shall provide its Claim Notice promptly after the Indemnified Person Party has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The ; provided that the failure of any Indemnified Person Party to give notice of a claim Third Party Claim as provided in this Section 9.2 shall 10.3 does not relieve the Indemnifying Person Party of its obligations under Section 9.1 10.1 except to the extent such the failure materially results in insufficient time being available to permit the Indemnifying Party to effectively defend against the Third Party Claim or otherwise prejudices the Indemnifying PersonParty’s ability to defend against the claimThird Party Claim. In the event that If the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which that was inaccurate or breached. (c) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall Party will have thirty (30) 30 days from its receipt of the Claim Notice to notify the Indemnified Person Party whether it admits or denies its obligation liability to defend the Indemnified Person Party against such Third Party Claim under this Article 9. If at the sole cost and expense of the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunderParty. The Indemnified Person Party is authorized, prior to and during such thirty (the 30) -day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person Party and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person)Party. (d) If the Indemnifying Person Party admits its obligationliability, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim. Subject to the last sentence of this Section 10.3(d), and the Indemnifying Party shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d). An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with respect to the Third Party Claim) or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity). (e) If the Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed the defense of a Third Party Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (f) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification with respect to such Damages or (iii) dispute the claim for such Damages. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the Indemnifying Person shall be conclusively deemed obligated to provide such indemnification hereunder.the

Indemnification Actions. All claims for indemnification under Section 9.1 this Article 10 shall be asserted and resolved as follows: (a) For purposes of Promptly after receipt by a Person entitled to indemnity under this Article 910 (an “Indemnified Person”) of notice of the assertion of a Third Party Claim against it, such Indemnified Person shall promptly give written notice to the term Person obligated to indemnify against such Third Party Claim (an “Indemnifying Person,” when used in connection with particular Damages”) of the assertion of such Third Party Claim; provided, shall mean that the Person or Persons having an obligation failure to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9. (b) To make a claim for indemnification under Section 9.1, an Indemnified Person shall timely notify the Indemnifying Person of its claim in writing, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Party Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The failure of any Indemnified Person to give notice of a claim as provided in this Section 9.2 shall will not relieve the Indemnifying Person of its obligations under Section 9.1 any Liability that it may have to any Indemnified Person, except to the extent of actual prejudice arising from such failure materially prejudices failure. (b) If an Indemnified Person gives notice to the Indemnifying Person pursuant to Section 10.4(a) of the assertion of a Third Party Claim, then the Indemnifying Person shall be entitled to assume the defense of such Third Party Claim with counsel of its choosing that is reasonably acceptable to the Indemnified Person (it being agreed that the Indemnifying Person’s ability counsel as of the date hereof shall be reasonably acceptable to defend against the claim. In Indemnified Person); provided, however, that (a) the event that the claim for indemnification is based upon an inaccuracy or breach Indemnifying Person shall not be entitled to assume defense of a representationThird Party Claim if the Indemnified Person has one (1) or more defenses that cannot be asserted by the Indemnifying Person and such inability would actually prejudice the Indemnified Person, warranty, covenant (b) the Indemnifying Person shall not be entitled to assume defense of a Third Party Claim if such claim is being brought by a Governmental Body or agreement, the Claim Notice shall specify the representation, warranty, covenant seeks an injunction or agreement which was inaccurate or breached. provisional relief and (c) In as a condition to assuming the case defense of a claim for indemnification based upon a such Third Party Claim, the Indemnifying Person must acknowledge and agree in writing that each Indemnified Person will be indemnified and held harmless hereunder with respect to the full amount of any and all Damages the Indemnified Person may suffer or incur arising out of or relating to the Third Party Claim (regardless of any limitations set forth herein). After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice not be liable to notify the Indemnified Person whether it admits under this Article 10 for any fees of other counsel or denies its obligation any other expenses with respect to defend the Indemnified Person against defense of such Third Party Claim under this Article 9Claim. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (d) If the Indemnifying Person admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim, and shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d). An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with respect to the Third Party Claim) or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity). (e) If the Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed assumes the defense of a Third Party Claim, then no compromise or settlement of such Third Party Claims may be effected by the Indemnifying Person without the Indemnified Person’s express written consent unless (A) there is no finding or admission of any wrongdoing by the Indemnified Person, (B) the sole relief provided is monetary Damages that are paid in full by the Indemnifying Person, and (C) the claim does not relate to Taxes. If notice is given to an Indemnifying Person of the assertion of any Third Party Claim and the Indemnifying Person does not, within fifteen (15) Business Days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of the Indemnifying Person’s election to assume the defense of such Third Party Claim, then the Indemnifying Person shall be bound by any determination made in such Third Party Claim or any compromise or settlement reasonably effected by the Indemnified Person. (c) With respect to any Third Party Claim subject to indemnification under this Article 10: (i) both the Indemnified Person and the Indemnifying Person, as the case may be, shall keep the other fully informed of the status of such Third Party Claim and any related legal actions at all stages thereof where such other person is not represented by its own counsel, and (ii) each Party agrees (at its own expense) to render to each other such assistance as a Party may reasonably require of another and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third Party Claim. (d) With respect to any Third Party Claim subject to indemnification under this Article 10, 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 of the other Party. In connection therewith, each Party agrees that: (i) it will use its reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable Law and rules of procedure); and (ii) all communications between any Party and counsel responsible for or participating in the defense of any Third Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege. (e) With respect to a claim between the Parties, if any Indemnified Person believes that such Indemnified Person is entitled to indemnification pursuant to this Article 10 other than in connection with a Third Party Claim, such Indemnified Person shall give the appropriate Indemnifying Person notice of such claim stating the amount of Losses, if known, and the method of computation thereof, all with reasonable particularity and containing a reference to the provisions of this Agreement under which such right of indemnification is claimed or arises (each, a “Claim Notice”). The Indemnifying Person shall have fifteen (15) days after the receipt of such notice to deliver a written response noting that it disagrees with the amount or the method of determination to the indemnification obligation in the Claim Notice, and specifying in reasonable detail the basis for such disagreement (each, a “Reply Certificate”). If a Reply Certificate is timely delivered pursuant to this Section 10.4(e) but only disputes a portion of the claims set forth in the Claim Notice, any claim that is not disputed in the Reply Certificate shall be deemed to have acknowledged and authorized such Indemnified Person’s right to receive the amount specified in the applicable Claim Notice. If a Reply Certificate is not timely delivered with respect to any Claim Notice, then the Indemnifying Person shall be deemed to have waived any acknowledged and authorized such Indemnified Person’s right to indemnity therefor. (f) In receive the case of amount specified in the applicable Claim Notice. If a claim for indemnification not based upon a Third Party ClaimReply Certificate pursuant is timely delivered in response to any Claim Notice, then the Indemnifying Person and the Indemnified Person shall have negotiate in good faith to resolve the matter for a period of thirty (30) days from its receipt prior to the initiation of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification with any litigation in respect to such Damages or (iii) dispute the claim for such Damages. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the Indemnifying Person shall be conclusively deemed obligated to provide such indemnification hereunderthereof.

Indemnification Actions. All claims for indemnification under Section 9.1 7 shall be asserted and resolved as follows: (a) For purposes of this Article 9, the term “Indemnifying Person,” when used in connection with particular Damages, shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 9, and the term “Indemnified Person,” when used in connection with particular Damages, shall mean the Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 9. (b) To make a claim for indemnification under Section 9.17, an Indemnified Person shall notify the Indemnifying Person of its claim in writingclaim, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that , If the claim for indemnification is based upon a claim by a third Person party against the Indemnified Person (a “Third Party Claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The ; provided that the failure of any Indemnified Person to give notice of a claim Claim as provided in this Section 9.2 6(a) shall not relieve the Indemnifying Person of its obligations under Section 9.1 7 except to the extent (and only to the extent of any incremental Damages incurred) such failure results in insufficient time being available to permit the Indemnifying Person to effectively defend against the Claim or otherwise materially prejudices the Indemnifying Person’s ability to defend against the claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which was inaccurate or breachedClaim. (cb) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty fifteen (3015) days from its receipt of the Claim Notice to notify the Indemnified Person whether or not it admits or denies its obligation agrees to indemnify and defend the Indemnified Person against such Third Party Claim under this Article 9. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunderSection 6. The Indemnified Person is authorized, prior to and during such thirty fifteen (3015) day period, to file any motion, answer answer, or other pleading that it shall reasonably deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (dc) If the Indemnifying Person admits its obligationagrees to indemnify the Indemnified Person, it the Indemnifying Person shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim. The Indemnifying Person shall have control of such defense and proceedings except to the extent the Indemnified Person reasonably believes that there might be a conflict of interest between such Indemnified Person and the Indemnifying Person in connection with such Claim, in which case the Indemnified Person shall be entitled to maintain separate counsel at the Indemnifying Person’s expense and the Indemnified Person shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, at its sole cost and expense, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d)6. An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which that (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with in respect to the Third Party of such Claim) or (ii) may materially and adversely affect the Indemnified Person or any of its Affiliates or any of their assets (other than as a result of money damages covered by the indemnity). (ed) If the Indemnifying Person does not admit agree to indemnify the Indemnified Person within the fifteen (15) day period specified in Section 6(b), fails to give notice to the Indemnified Person within such fifteen (15) day period regarding its obligation election, or admits its obligation if the Indemnifying Person agrees to indemnify, but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed the defense of a Third Party Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (fe) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person shall have thirty fifteen (3015) days from its receipt of the Claim Notice to (i) cure the Damages complained of, of (ii) admit its obligation agree to provide indemnification with respect to indemnify the Indemnified Person for such Damages Damages; or (iii) dispute the claim for such Damages. If the such Indemnifying Person does not notify the Indemnified Person respond to such Claim Notice within such thirty fifteen (3015) day period that it has cured the Damages or that it disputes the claim for period, such Damages, the Indemnifying Person shall will be conclusively deemed obligated to provide such indemnification hereunder.

Indemnification Actions. All Subject to Section 5.7(d), all claims for indemnification under Section 9.1 10.1 shall be asserted and resolved as follows: (a) For purposes of this Article 910, the term “Indemnifying Person,” when used in connection with particular Damages, Damages shall mean the Person or Persons having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 910, and the term “Indemnified Person,” when used in connection with particular Damages, Damages shall mean the a Person or Persons having the right to be indemnified with respect to such Damages by another Person or Persons pursuant to this Article 910. (b) To make a claim for indemnification under Section 9.110.1, an Indemnified Person shall notify the Indemnifying Person of its claim in writingclaim, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “Third Party Claimclaim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim. The failure of any Indemnified Person to give notice of a claim Claim as provided in this Section 9.2 10.2 shall not relieve the Indemnifying Person of its obligations under Section 9.1 10.1 except to the extent such failure results in insufficient time being available to permit the Indemnifying Person to effectively defend against the Claim or otherwise materially prejudices the Indemnifying Person’s ability to defend against the claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement which was inaccurate or breachedClaim. (c) In the case of a claim for indemnification based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Third Party Claim under this Article 9. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be conclusively deemed obligated to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person (it being understood that if the Indemnified Person is ultimately entitled to be indemnified with respect to such Third Party Claim, the cost of filing such motion, answer or other pleading shall be reimbursed by the Indemnifying Person). (d) If the Indemnifying Person admits its obligation, it shall have the right and obligation to diligently defend, at its sole cost and expense, the Third Party Claim, and shall have full control of such defense and proceedings, including any compromise or settlement thereof, except as otherwise set forth in this Section 9.2, and provided that if the Third Party Claim consists of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeks permanent injunctive or other equitable relief, with respect to the Indemnified Person, the Indemnified Person shall have the option, by notice to the Indemnifying Person within the thirty (30) day period set forth in Section 9.2(c), to control such defense and proceedings (at the cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Third Party Claim which the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim or cross-complaint against any Person). The Indemnified Person may at its own expense participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Person pursuant to this Section 9.2(d). An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Third Party Claim or consent to the entry of any judgment with respect thereto which (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Third Party Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all further liability with respect to the Third Party Claim) or (ii) may materially and adversely affect the Indemnified Person (other than as a result of money damages covered by the indemnity). (e) If the Indemnifying Person does not admit its obligation or admits its obligation but fails to diligently defend or settle the Third Party Claim, then the Indemnified Person shall have the right to defend against the Third Party Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder), with counsel of the Indemnified Person’s choosing, subject to the right of the Indemnifying Person to admit its obligation and assume the defense of the Third Party Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to provide indemnification with respect to a Third Party Claim, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation to provide indemnification with respect to the Third Party Claim and (ii) if its obligation is so admitted, assume the defense of the Third Party Claim and reject the proposed settlement. If the Indemnified Person settles any Third Party Claim, other than a Third Party Claim consisting of a criminal proceeding or regulatory proceeding with potential criminal sanctions by any Governmental Body against the Indemnified Person or seeking permanent injunctive or other equitable relief, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation in writing and assumed the defense of a Third Party Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor. (f) In the case of a claim for indemnification not based upon a Third Party Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to (i) cure the Damages complained of, (ii) admit its obligation to provide indemnification with respect to such Damages or (iii) dispute the claim for such Damages. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the Indemnifying Person shall be conclusively deemed obligated to provide such indemnification hereunder.