Common use of Indemnification Claim Procedures Clause in Contracts

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened by a third party that may give rise to a claim for indemnification (an a “Indemnification Third-Party Claim”) by any person entitled Buyer Indemnified Party, then such Buyer Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Buyer Indemnified Party’s good faith estimate of the amount of Losses that may arise from such Action, and (D) describing in reasonable detail the basis for the Buyer Indemnified Party’s request for indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the IndemnitorAgreement. Failure to notify the Indemnitor in accordance with this Section 11.3(a) will not relieve the Indemnitor of any liability that it may have to the Buyer Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Buyer Indemnified Party’s failure to give such notice. . (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification any Action subject to any such Third-Party Claim with counsel of the Indemnitor’s choice reasonably satisfactory to and each Buyer Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and the settlement of such Action by the Indemnitor; provided, howeverthat (i) the Company Stockholder Representative may only assume control of such defense if (A) the maximum amount of Losses related to such Third-Party Claim, taken together with the estimated costs of defense thereof and the claimed amount of indemnification with respect to any unresolved claims for indemnification then pending, is less than or equal to $3,310,000, and (B) it acknowledges in writing to Buyer on behalf of all of the Pre-Reverse Split Company Stockholders that any damages, fines, costs or other liabilities that may be assessed against the Buyer Indemnified Party in connection with such Third-Party Claim constitute Losses for which the Buyer Indemnified Party shall be indemnified pursuant to this Article XI, and (ii) the Company Stockholder Representative may not assume control of (but may participate in, at its sole cost and expense) the defense of any Third-Party Claim involving Taxes, any Governmental Authority or criminal liability or in which equitable relief is sought against the Buyer Indemnified Party or its Affiliates; provided, further that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Buyer Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Buyer Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Buyer Indemnified Party gives an Indemnitor notice of an Indemnification a Third-Party Claim and either (A) the Indemnitor does not, within ten sixty (1060) days after such notice is given, (1) give notice to the Buyer Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Third-Party Claim and (2) thereafter promptly assume such defensedefense or (B) the Indemnitor does not otherwise have the right to assume defense of such Third-Party Claim under the terms of this Article XI, then the Indemnitor Buyer Indemnified Party may conduct the defense of such Action; provided, however, that the Buyer Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Indemnification Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld). (c) In circumstances where the Indemnitor assumes the defense of a Third-Party Claim or any compromise or settlement in accordance with Section 11.3(b), the Buyer Indemnified Party shall be entitled to participate in the defense of such Indemnification Third-Party Claim effected and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the such Buyer Indemnified Party. (bd) A If any Buyer Indemnified Party becomes aware of any circumstances that may give rise to claim for indemnification for any matter not involving a third party may be asserted by notice Third-Party Claim, then such Buyer Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to such claim, (B) including the Buyer Indemnified Party’s good faith estimate of the amount of Losses that may arise from such circumstances, and (C) describing in reasonable detail the basis for the Buyer Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.3(d) will not relieve the Indemnitor of any liability that it may have to the Buyer Indemnified Party, except to the extent the defense of such claim is prejudiced by the Buyer Indemnified Party’s failure to give such notice. If the Indemnitor disputes its indemnity obligations for any Losses with respect to any such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 12.13. (e) At the reasonable request of the Indemnitor, each Buyer Indemnified Party from whom shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Buyer Indemnified Party to the extent reasonably related to the matters to which the applicable claim for indemnification is soughtrelates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Buyer Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give written notice to the Indemnitor. Failure to notify Such notice will describe the Indemnitor Indemnification Claim in reasonable detail, will not relieve include copies of all material written evidence thereof and will indicate the Indemnitor estimated amount, if reasonably practicable, of any liability the Damages that it have been or may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced be sustained by the Indemnified Party’s failure to give . In the event of a delay in the Indemnified Party providing such notice, the Indemnitor shall not be responsible for damages resulting from any such delay, including damages resulting from an inability to mitigate or a delay in mitigating damages. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (ai) If any Action is commenced In order for Philips or threatened that may give rise to its affiliates or their respective Representatives (each a claim “Philips Indemnified Party”), or alternatively, for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement the Company or its affiliates or their respective Representatives (each, together with each Philips Indemnified Party, an “Indemnified Party”) against ), to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving any Damages or any claims or demands made by any person obligated to indemnify an against such Indemnified Party (an a “IndemnitorThird Party Claim”), then such Indemnified Party will promptly give shall deliver notice thereof to the Company or Philips, as applicable (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 5 except to the extent that the Indemnifying Party is materially prejudiced by such failure. (ii) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Damages that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the IndemnitorIndemnified Party within 15 days of receipt of notice from the Indemnified Party of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Failure The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to notify assume the Indemnitor defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period referred to in, and otherwise in accordance with, the first sentence of this Section 5(c)(ii), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim, in its sole discretion, at the cost and expense of the Indemnifying Party. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party in connection with the defense of such Third Party Claim. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder. (iii) The Indemnifying Party shall promptly pay and reimburse any Indemnified Party for any Damages incurred by it in connection with any Third Party Claim for which the Indemnified Party is entitled to indemnification hereunder upon notice thereof from the Indemnified Party, provided that if any such payment is made after five business days from the date that the Indemnifying Party received such notice (each, a “Payment Due Date”), such payment shall accrue interest at a rate of 5% from the relevant Payment Due Date until the date that payment of such amount and any interest accrued thereon is paid in full to the Indemnified Party. (iv) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other person before action is brought or claim is made against it hereunder by the Indemnified Party. (v) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Section 5 except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnitor of Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party, except Party or otherwise than pursuant to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partythis Section 5. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action action or proceeding is commenced or threatened that in which any Indemnitee is a party which may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), Indemnitor then such Indemnified Party will Indemnitee shall promptly give written notice to the Indemnitor. Failure to notify promptly the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified PartyIndemnitee, except to the extent the defense of such Action action or proceeding is materially and irrevocably prejudiced by the Indemnified PartyIndemnitee’s failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim with counsel of its choice reasonably satisfactory to the Indemnitee if within fifteen (15) days following the receipt of notice of the Indemnification Claim, the Indemnitor notifies the Indemnitee in writing that the Indemnitor will assume the defense of such Indemnification Claim. So long as the Indemnitor is conducting the defense of the Indemnification Claim, (i) the Indemnitee may elect retain separate co-counsel at any time to assume its sole cost and thereafter conduct expense and participate in the defense of the Indemnification Claim with counsel of and (ii) the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor Indemnitee will not approve of consent to the entry of any judgment or Order with respect to the Indemnification Claim without the prior written consent of the Indemnitor. The Indemnitor will not enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval consent of the Indemnitee (which must not to be withheld unreasonably). Until ) unless such settlement (A) requires solely the payment of money damages by the Indemnitor and (B) includes as an Indemnitor assumes unconditional term thereof the defense release by the claimant or the plaintiff of the Indemnitee and the Persons for whom the Indemnitee is acting from all liability in respect of the proceeding giving rise to the Indemnification Claim, . (c) Each Party hereby consents to the Indemnified Party may defend non-exclusive jurisdiction of any Governmental Authority in which an action or proceeding is brought against the any Indemnitee for purposes of any Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives that an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made Indemnitee may have under this Agreement with respect to such Indemnification Claim action or any compromise proceeding or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that The Indemnified Party may give rise deliver to the Indemnifying Party a claim for indemnification (an “Indemnification Claim”) certificate signed by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an officer of the Indemnified Party (an “IndemnitorOfficer’s Certificate”)): (i) stating that an Indemnified Party has paid, then suffered, incurred or sustained (or reasonably anticipates that it may pay, suffer, incur or sustain) Losses for which such Indemnified Party will promptly give notice is entitled to indemnification pursuant to Section 10.2 or Section 10.3; (ii) stating the Indemnitor. Failure amount of such Losses (which, in the case of Losses not yet paid, suffered, incurred, sustained, may be the maximum amount reasonably anticipated to be so paid, suffered, incurred or sustained); (iii) specifying in reasonable detail (based upon the information then possessed by the Indemnified Party) the individual items of such Losses included in the amount so stated and the nature of the claim for indemnification to which such Losses relate; and (iv) the specific provisions of this Agreement that form the basis for such claim for indemnification for such Losses. (b) The failure to so notify the Indemnitor will Indemnifying Party shall not relieve the Indemnitor Indemnifying Party of any liability that it may have to the Indemnified Partyits obligations hereunder, except to the extent such failure shall have prejudiced the defense Indemnifying Party. (c) The Indemnifying Party shall make payment having a value equal to such Losses to the Indemnified Party in accordance with this Section 10.3 within twenty (20) business days following receipt of such Action is materially and irrevocably prejudiced the Officer’s Certificate. If the Indemnifying Party objects in writing to any claim made by the Indemnified party in any Officer’s Certificate within the twenty (20) business days allowed for payment of the Losses, the Indemnified Party and the Indemnifying Party shall attempt in good faith for ten (10) business days after Indemnified Party’s failure receipt of such written objection to give resolve such noticeobjection. An Indemnitor may elect at any time to assume If the Indemnified Party and thereafter conduct the defense of Indemnifying Party shall reach agreement on the Indemnification Claim with counsel of objection, the Indemnitor’s choice reasonably satisfactory Indemnifying Party shall distribute payment to the Indemnified PartyParty in accordance with the terms of such agreement. (d) If no such agreement can be reached during such 20-business day period for good faith negotiation, but in any event upon the expiration of such 20-business day period, the parties shall submit the dispute to JAMS, or any other mutually selected mediator (the “Mediator”) for non-binding mediation. The parties will cooperate with the Mediator and with one another in selecting the Mediator (in the case of JAMS, in selecting an individual to mediate from JAM’s panel of neutrals), and in promptly scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the Mediator, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties; provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within thirty (30) days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the dispute shall be submitted to arbitration in accordance with Section 10.3(e) below. The mediation may continue, if the parties so agree, after the appointment of the arbitrators. Unless otherwise agreed by the parties, the Mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending. (e) In the event the parties do not settle the dispute through mediation, the parties will submit the matter(s) to binding arbitration in Chicago, Illinois, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Each party shall appoint one arbitrator, and the two arbitrators thus appointed will appoint a third arbitrator. The parties shall instruct the arbitrators to make a determination within thirty (30) days after submission of the dispute to arbitration. Each party shall bear its own arbitration costs and expenses; provided, however, that the Indemnitor will not approve arbitrators may modify the allocation of fees, costs and expenses in the entry of any award in those cases where fairness dictates other than each party bearing its own fees, costs and expenses. The award shall be final and binding on the parties, and judgment or enter into any settlement with respect to on the Indemnification Claim without the Indemnified Party’s prior written approval (which must not award may be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim entered in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound enforced by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement court of such Indemnification Claim effected by the Indemnified Partycompetent jurisdiction. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification pursuant to this Article XI (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of and the facts giving rise to the Action, (B) including a copy of all papers served, if any, with respect to such Action, (C) to the extent known at such time, including the Indemnified Party’s estimate of the amount of Damages (including the method of calculation thereof) that may arise from such Action (it being understood that in no event shall such estimate limit any claim for Damages hereunder), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action Indemnitor is actually and materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 11.3(a) prior to the Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense defense, compromise or settlement of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice (which counsel shall be reasonably satisfactory to the Indemnified Party), and the Indemnified Party shall bear any fees, costs and expenses of its counsel in connection with such Action; provided, however, an Indemnitor may not assume and thereafter conduct the defense of any Action subject to any such Indemnification Claim in the event that (A) the amount of such Indemnification Claim is (i) less than the Basket Amount or (ii) greater than the Indemnification Amount, (B) such Indemnification Claim involves criminal allegations or any Governmental Authority or (C) such Indemnification Claim seeks any equitable remedy. Notwithstanding the foregoing, the Indemnitor will bear the reasonable fees, costs and expenses of one such separate counsel to the Indemnified Party in each jurisdiction (and shall pay such fees, costs and expenses as incurred), if the defendants in, or targets of, any such action or proceeding include both the Indemnified Party and the Indemnitor, and the Indemnified Party shall have reasonably concluded that there are or are reasonably likely to be legal defenses available to it which are different from or additional to those available to the Indemnitor or that representation by the same counsel is or is reasonably likely to be a conflict of interest. If the Indemnitor assumes such defense, the Indemnified Party shall have the right, but not the obligation, to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such defense. If the Indemnitor assumes such defense, it shall be permitted to settle or compromise any such Action, and each Indemnified Party shall reasonably cooperate in all respects with the conduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval approval, unless (which must not be withheld unreasonably). Until an Indemnitor assumes i) the defense terms of such settlement provide for a full and complete release by the third-party claimant of the Indemnification Claimclaims that are the subject of such Action in favor of the Indemnified Party, (ii) the Indemnitor does not admit or otherwise acknowledge in writing to the relevant court of Governmental Entity or third-party claimant any liability, wrongdoing or misconduct on behalf of the Indemnified Party may defend against the Indemnification Claim in or any manner the Indemnified Party reasonably deems appropriateof its Affiliates and (iii) such settlement is only for money damages that are paid by Indemnitor and does not include any equitable relief. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of such Action, provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim without the prior written consent of the Indemnitor will (which consent shall not be bound unreasonably withheld or delayed). The Indemnitor may participate in any defense or settlement controlled by any judicial determination made the Indemnified Party pursuant to this Section 11.3(a) and the Indemnitor shall bear its own costs and expenses with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partyparticipation. (bc) A claim If any Indemnified Party becomes aware of any circumstances that it reasonably expects would give rise to an Indemnification Claim for any matter not involving a third party may be asserted by notice an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of and the facts giving rise to the circumstances giving rise to the Indemnification Claim and (B) to the extent known at such time, including the Indemnified Party’s estimate of the amount of Damages (including the method of calculation thereof) that may arise from such circumstances (it being understood that in no event shall such estimate limit any claim for Damages hereunder). Failure to notify the Indemnitor in accordance with this Section 11.3(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the Indemnified Party from whom indemnification is soughtmaterially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 11.3(c) prior to the Survival Expiration Date. (d) At the reasonable request of the Indemnitor or the Indemnified Party, each such party shall grant the other party and its representatives, upon reasonable prior notice, all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including the Indemnified Party’s best estimate, if reasonably estimable at such time, of the amount of Damages that may arise from such Action, and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 10.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An . (b) Following the delivery of written notice to the applicable Indemnified Party acknowledging its liability under this Agreement in respect of Damages incurred by such Indemnified Party in connection with such Action, an Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice and to settle or compromise any such Action, and each Indemnified Party shall reasonably satisfactory cooperate, at the Indemnitor’s sole expense, with the conduct of such defense by the Indemnitor or the settlement of such Action by the Indemnitor so long as (i) under applicable standards of professional conduct, no conflict of interest on any significant issue related to such defense exists between the Indemnitor, on the one hand, and the Indemnified Party, on the other hand; and (ii) the Indemnitor conducts the defense of the Action actively and diligently at the sole cost and expense of the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonably). Until or delayed) unless (x) such judgment, settlement or compromise involves only payment of money damages, (y) all such money damages will be the responsibility of, and paid in full by, the Indemnitor and (z) such judgment, settlement or compromise does not impose an Indemnitor assumes the defense injunction or other equitable relief on, and contains no admission of the Indemnification Claimwrongdoing by, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten twenty (1020) days after such notice is given, (A) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (B) thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of such Action; provided, however, that if at any time the Indemnitor will be bound by any judicial determination made acknowledges in writing that such Action is a Damage subject to this Article X, the Indemnitor may thereafter join the defense of such Action. During the time the Indemnitor is conducting the defense of an Action, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. (c) Solely with respect to third party claims, at the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim or any compromise or settlement relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person Person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give written notice to the Indemnitor. Failure to timely notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to timely give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld withheld, delayed or conditioned unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened in which any Indemnified Party is a party that may give rise to a claim for indemnification against any Indemnitor (an “"Indemnification Claim”") by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s 's failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim, with counsel of its choice reasonably satisfactory to the Indemnified Party if (i) within 15 days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party in writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and thereafter conduct pay, in cash, all Damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnitor continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with Section 10.4(b), (i) the Indemnified Party; providedParty may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnified Party will not approve of consent to the entry of any judgment or enter into any settlement Order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval Consent of the Indemnitor (which must not to be withheld unreasonably). Until , and (iii) the Indemnitor will not Consent to the entry of any Order with respect to the Indemnification Claim without the prior written Consent of the Indemnified Party (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an Indemnified Party to withhold its Consent (A) with respect to any finding of or admission (1) of any breach of any Law, Order or Permit, (2) of any violation of the rights of any Person, or (3) which Indemnified Party believes could have a Material Adverse Effect on any other Actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party, or (B) if any portion of such Order would not remain sealed). (d) If an Indemnitor assumes determines not to defend against an Indemnification Claim pursuant to Section 10.4(b), such Indemnitor will have the right to participate in any defense of the Indemnification ClaimClaim through counsel of its choice, at such Indemnitor's sole cost and expense, and the Indemnified Party may defend against will not consent to the entry of any Order with respect to the Indemnification Claim in any manner without the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense prior written Consent of such Indemnification Claim and thereafter promptly assume such Indemnitor (not to be withheld unreasonably). (e) For the avoidance of doubt, after Closing, Seller or its Affiliates will continue to conduct the defense, then on behalf of the Indemnitor will be bound by any judicial determination made Acquired Entities, with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyXxxxxx Litigation in accordance with this Section 10.4. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by against any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a) prior to the Cut-Off Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide solely for monetary damages and provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Indemnification Claim Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld) and (B) if at any compromise or settlement time the Indemnitor acknowledges in writing that such Action is a Loss subject to this Article VIII, the Indemnitor may thereafter assume the defense of such Indemnification Claim effected by the Indemnified PartyAction. (bc) A claim If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving a third party may be asserted by notice an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such circumstances and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party from whom indemnification is soughtfails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(c) prior to the Cut-Off Date. (d) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by against any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all relevant documentation served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(a) prior to the Cut-Off Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide solely for monetary damages and provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Indemnification Claim Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld) and (B) if at any compromise or settlement time the Indemnitor acknowledges in writing that such Action is a Loss subject to this Article VIII, the Indemnitor may thereafter assume the defense of such Indemnification Claim effected by the Indemnified PartyAction. (bc) A claim If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving a third party may be asserted by notice an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such circumstances, and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 8.4(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party from whom indemnification is soughtfails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 8.4(c) prior to the Cut-Off Date. (d) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give written notice to the IndemnitorIndemnitor and provide the Indemnitor with all relevant information respecting such matter that is in the possession of the Indemnified Party. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time elect, by notice to the Indemnified Party within thirty (30) days to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or order or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume assumes such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim or any compromise or settlement without the prior written consent of such Indemnification Claim effected by the Indemnified Party. Indemnitor (b) which consent shall not be unreasonably withheld). A claim for any matter not involving a third party may be asserted by written notice to the Party from whom indemnification is sought; provided, however, that any Indemnification Claim in respect of any actual or alleged breach of representation or warranty contained herein must be asserted prior to the Survival Expiration Date.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened in which any Indemnified Party is a party that may give rise to a claim for indemnification against any Indemnitor (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim, other than a Indemnification Claim related to Taxes, with counsel of its choice reasonably satisfactory to the Indemnified Party if (i) within 15 days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party in writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any damages the Indemnified Party may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and thereafter conduct pay, in cash, all damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnitor continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with Section 11.4(b), (i) the Indemnified Party; providedParty may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnified Party will not approve of consent to the entry of any judgment or enter into any settlement Order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval Consent of the Indemnitor (which must not to be withheld unreasonably). Until an , and (iii) the Indemnitor assumes will not consent to the defense entry of any Order with respect to the Indemnification Claim without the prior written Consent of the Indemnified Party (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an Indemnified Party to withhold its Consent (A) with respect to any finding of or admission (1) of any Breach of any Law, Order or Permit, (2) of any violation of the rights of any Person, or (3) which Indemnified Party believes could have a Material Adverse Effect on any other Actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party, or (B) if any portion of such Order would not remain sealed). (d) In connection with any Indemnification ClaimClaim for Taxes, or if any condition in Section 11.4(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against against, and consent to the entry of any Order with respect to an Indemnification Claim in any manner it may deem appropriate (and the Indemnified Party reasonably deems appropriate. If need not consult with, or obtain any Consent from, any Indemnitor in connection therewith), (ii) each Indemnitor will jointly and severally be obligated to reimburse the Indemnified Party gives an promptly and periodically for the damages relating to defending against the Indemnification Claim, and (iii) each Indemnitor notice of an Indemnification Claim will remain jointly and the Indemnitor does not, within ten (10) days after such notice is given, give notice to severally Liable for any damages the Indemnified Party of its election may suffer relating to assume the defense of such Indemnification Claim and thereafter promptly assume such defenseto the fullest extent provided in this ARTICLE 11. (e) Each Party hereby consents to the non-exclusive jurisdiction of any Governmental Body, then the Indemnitor will be bound by arbitrator, or mediator in which an Action is brought against any judicial determination made Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened by any Person that is not a Party or an Affiliate of a Party (a “Third Party Action”) that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement pursuant to Section 9.2 (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action to the extent known, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s estimate of the amount of Damages that may arise from such Action (if reasonably capable of being estimated at such time), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 9.3(a) will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. . (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Third Party Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice choice, and each Indemnified Party shall cooperate reasonably satisfactory with the conduct of such defense by such Indemnitor at the expense of such Indemnitor (but, for the avoidance of doubt, shall not be required to the Indemnified Partymake or participate in any claims, counterclaims or cross complaints against any Person in connection with such Action); provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes unreasonably conditioned, withheld, delayed or denied (except in the defense case of a settlement or compromise for material non-monetary restrictions on the Indemnification Claim, freedom of the Indemnified Party or any of its Affiliates to operate, in which case such approval may defend against the Indemnification Claim in any manner be withheld at the Indemnified Party’s sole discretion)), unless (x) the terms of such settlement provide for a complete release of the claims that are the subject of such Action in favor of the Indemnified Party, (y) there is no finding or admission of any violation of any Law or the rights of any other Person by any Indemnified Party reasonably deems appropriateand (z) the sole relief is monetary Damages that Indemnitor shall have paid or caused to be paid in full. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim a Third Party Action and the Indemnitor does not, within ten fifteen (1015) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of such the Action(s), including an acknowledgement in writing of the Indemnitor’s indemnification obligations to the Indemnified Party with respect to any Indemnification Claim related to such Action(s) and (ii) thereafter promptly assume and use commercially reasonable efforts to pursue such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Indemnification Claim Action(s) without the prior written consent of the Indemnitor (which consent shall not be unreasonably conditioned, withheld, delayed or denied). Notwithstanding anything to the contrary, the Indemnitor shall not be entitled to assume the defense of any compromise Third Party Action (A) that involves any customer or settlement supplier of the Indemnified Party, (B) in which the Indemnitor is Sellers or SoftBank and the aggregate amount of Damages reasonably expected to be incurred in connection with such Third Party Action exceeds the applicable Cap, (C) where such Third Party Action involves criminal or quasi-criminal allegations, or (D) where such Third Party Action includes a claim for injunctive or other non-monetary relief. If the Indemnitor shall assume the defense of any Third Party Action, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim effected Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnitor if (i) so requested by the Indemnitor to participate or (ii) based on the written advice of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnitor that would make such separate representation advisable; provided, further, that the Indemnitor shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Indemnification Claim. To the extent that the Indemnified Party or the Indemnitor does not participate in the defense of a particular Third Party Action, such Party so proceeding with such Third Party Action shall keep the other informed of all material developments and events relating to such Third Party Action. (bc) A claim If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving a third party may be asserted by notice Third Party Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim to the extent known, (B) including the Indemnified Party’s reasonable estimate of the amount of Damages that may arise from such circumstances (if reasonably capable of being estimated at such time), and (C) describing in reasonable detail the basis to the extent known for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 9.3(c) will not relieve the Indemnitor of any Liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim is materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 9.3(c) prior to the applicable survival period expiration date set forth in Section 9.1 to the extent such Indemnification Claim relates to a breach of, or inaccuracy in, representations and warranties. Following the receipt of such notice in accordance with this Section 9.3(c), the Indemnitor shall have thirty (30) days from whom indemnification the date it receives such notice (the “Dispute Period”) to make such investigation of the claim as the Indemnitor deems necessary or desirable. If the Indemnitor disagrees with the validity or amount of all or a portion of such claim made by the Indemnified Party, the Indemnitor shall deliver to the Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of the Dispute Period. If no Dispute Notice is soughtreceived by the Indemnified Party within the Dispute Period or the Indemnitor provides notice that it does not have a dispute with respect to such claim or any portion thereof, such claim or portion thereof shall be deemed approved and consented to by the Indemnitor (such claim, an “Approved Indemnification Claim”). If a Dispute Notice is received by the Indemnified Party within the Dispute Period and the Indemnified Party and the Indemnitor do not agree to the validity or amount of such disputed claim or any portion thereof, no payment with respect to such disputed claim or portion thereof shall be made until such disputed claim or portion thereof is resolved, whether by adjudication of such matter, agreement between the Indemnified Party and the Indemnitor, or otherwise (and upon any such resolution, such claim or portion thereof shall be deemed to be an Approved Indemnification Claim). Each Approved Indemnification Claim shall be paid no later than five (5) Business Days after the date on which the subject claim or portion thereof became an Approved Indemnification Claim and the Damages of the Indemnified Party have been suffered, sustained or incurred, in each case, by wire transfer of immediately available funds to the account designated in writing by the Party entitled to such payment. (d) At the reasonable request of the Indemnitor in connection with any Indemnification Claim for matters involving a Third Party Action, each Indemnified Party shall grant the Indemnitor and its Representatives all reasonable access to the books and records, employees and properties of such Indemnified Party (except for any information that is subject to attorney-client privilege, prohibited from disclosure by Law or Contract or is otherwise competitively sensitive or proprietary in nature) to the extent reasonably related to the matters to which the applicable Indemnification Claim relates and solely to the extent necessary to, and for the purpose of, defending such Indemnification Claim. All such access shall be granted during normal business hours, be under conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party and be at the Indemnitor’s sole cost and expense.

Indemnification Claim Procedures. (a) If Promptly after obtaining actual knowledge of any Action is commenced matter that a Buyer Indemnified Party or threatened that may give rise to a claim for indemnification Seller Indemnified Party (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an the “Indemnified Party”) against any person obligated to indemnify an ), acting in good faith, reasonably believes will entitle the Indemnified Party to indemnification from the other party (an the “IndemnitorIndemnifying Party”) under Section 8.1(b) or Section 8.1(e), as applicable, the Indemnified Party shall promptly provide to Indemnifying Party notice describing the matter in reasonable detail, including the nature of the Claim, the basis for the indemnification obligation and the Losses resulting therefrom (a “Notice of Claim”), then such Indemnified Party will promptly give notice ; provided that the failure to the Indemnitor. Failure to so notify the Indemnitor will Indemnifying Party promptly shall not relieve the Indemnitor Indemnifying Party of any liability that it may have to the Indemnified such Indemnifying Party, ’s Liabilities hereunder except to the extent such failure shall have actually and materially prejudiced the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Indemnifying Party. (b) A claim For Claims for any matter not involving a third party may be asserted by notice indemnification under this Article VIII other than those relating to Third Party Claims (as defined below), the Indemnifying Party shall have fifteen (15) days after its receipt of the Notice of Claim to respond to the claim(s) described therein. Such response shall set forth, in reasonable detail, the Indemnifying Party’s objection(s) to the Claim(s) and its bases for such objection(s). If the Indemnifying Party from whom indemnification fails to provide such a response with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party provides its response within such time period, the Indemnified Party and the Indemnifying Party shall negotiate the resolution of the Claim(s) for a period of not less than twenty (20) Business Days after such response is soughtprovided. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any legal remedies available to the Indemnified Party against the Indemnifying Party with respect solely to the unresolved Claim(s), subject to the provisions of this Article VIII. The Indemnifying Party shall pay any amounts determined to be owed to the Indemnified Party in accordance with this Article VIII in cash as soon as reasonably practicable after any such determination.

Indemnification Claim Procedures. (a) If In the event that any Action is commenced shall be instituted or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) asserted by any person entitled to third party in respect of which indemnification may be sought under this Agreement Article VI (each, an a “Indemnified Party”) against any person obligated to indemnify an Indemnified Third Party (an “IndemnitorClaim”), then such the Indemnified Party will shall promptly give cause written notice of the assertion of any Third Party Claim of which it has knowledge that is covered by this Article VI to be forwarded to the Indemnitor. Failure The failure of the Indemnified Party to notify the Indemnitor will not relieve the Indemnitor give reasonably prompt notice of any liability that it may have to Third Party Claim shall not release, waive or otherwise affect the Indemnitor’s obligations and the Indemnified Party, ’s right to indemnification with respect thereto except to the extent that the defense Indemnitor can demonstrate actual loss and irrevocable prejudice to the Indemnitor as a result of such Action is materially and irrevocably prejudiced by failure. The Indemnitor shall have the Indemnified Party’s failure right, at its sole expense, to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with engage counsel of the Indemnitor’s choice its choice, which counsel must be reasonably satisfactory to the Indemnified Party; provided, howeverto defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Damages indemnified against hereunder, provided the Indemnitor will shall not approve have the right to defend, negotiate, settle or otherwise deal with any Third Party Claim that: (i) seeks non-monetary damages of any type or nature, (ii) involves criminal conduct; (iii) involves Intellectual Property; (v) involves customers or suppliers of the entry of any judgment Company or enter into any settlement with respect Parent (to the Indemnification Claim without extent the Indemnified Indemnitor is a Seller Party’s prior written approval ); or (which must not be withheld unreasonablyvi) involves employees of the Company or Parent (or any of the direct or indirect subsidiaries) (to the extent the Indemnitor is a Seller Party). Until an If the Indemnitor assumes the defense elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Damages indemnified by it hereunder, it shall within fifteen (15) days of its receipt of notice of the Indemnification Claim, Third Party Claim notify the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateof its intent to do so. If the Indemnified Indemnitor elects not to defend against, negotiate, settle or otherwise deal with any Third Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does notthat relates to any Damages indemnified against hereunder, within ten (10) days after such notice is given, give fails to provide timely notice to the Indemnified Party of its election to defend as herein provided or contests its obligation to indemnify the Indemnified Party for such Damages under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Seller Indemnified Parties defend any Third Party Claim, then the Stockholders’ Representative shall direct set-off of the Promissory Note to reimburse, the Seller Indemnified Party for the reasonable expenses of defending such Third Party Claim upon submission to the Seller’s Representative of periodic bills. If the Indemnitor shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at his, her or its own expense, in the defense of such Indemnification Third Party Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel (and to have the Indemnitor direct the reimbursement of the Indemnified Party (either in cash, if the Indemnified Party is a Parent Indemnified Party or through set-off of the Promissory Note if the Indemnified Party is a Seller Indemnified Party) and similarly reimburse the Indemnified Party for any fees or expenses incurred in respect of such separate counsel) if (i) so requested by the Indemnitor to participate or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Parties and the Indemnitor that would make such separate representation advisable; and provided, further, that the Indemnitor shall not be required to pay or authorize payment for more than one such counsel in any jurisdiction for all indemnified parties in connection with any Third Party Claim. Notwithstanding anything in this Section 6.4 to the contrary, (A) if the Indemnitor has assumed the defense of any Third Party Claim as provided in this Agreement, it shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the Indemnified Party’s prior written consent; and thereafter promptly assume (B) the Indemnitor shall not, without the Indemnified Party’s prior written consent, enter into any compromise or settlement that (i) commits the Indemnified Party to take, or to forbear to take, any action or (ii) does not provide for a complete release by such defensethird party of the Indemnified Party. Notwithstanding anything in this Section 6.4 to the contrary, (A) the Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other nonmonetary relief against the Indemnified Party; and (B) the Indemnified Party shall have the right to settle any Third Party Claim involving money damages for which the Indemnified Party Indemnitor has not assumed the defense pursuant to this Section 6.4, with the written consent of the Indemnifying Party (which consent shall not be unreasonably conditioned, delayed or withheld). (b) As soon as reasonably practicable after becoming aware of a direct indemnification claim under this Article VI (i.e., an indemnification claim other than a Third Party Claim (a “Direct Claim”)), the Indemnified Party shall give a notice of such Direct Claim (each a “Claim Notice”) to the Indemnitor of such Direct Claim; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnitor from liability hereunder or affect the Indemnified Party’s right to indemnification in respect of such claim except to the extent the Indemnitor is materially and irrevocably prejudiced as a result of such failure. (c) Within fifteen (15) days after receipt by the Indemnitor of a Claim Notice, the Indemnitor may deliver to the Indemnified Party a written response (the “Response Notice”) in which the Indemnitor: (i) agrees that the full claimed amount (the “Full Amount”) is owed to the Indemnified Party; (ii) agrees that part, but not all, of the Full Amount (the “Agreed Amount”) is owed to the Indemnified Party; or (iii) indicates that no part of the Full Amount is owed to the Indemnified Party. Any part of the Full Amount that is not agreed to be released to the Indemnified Party pursuant to the Response Notice shall be the “Contested Amount.” If the Response Notice is not received by the Indemnified Party within such fifteen (15) Business Day period, then the Indemnitor will shall be bound by any judicial determination made with respect conclusively deemed to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by have agreed that the Full Amount is owed to the Indemnified Party. (bd) A claim If the Indemnitor (i) delivers a Response Notice indicating that there is a Contested Amount or (ii) if the Indemnitor disputes its Liability under any Third Party Claim (the “Disputed Amount”), the Indemnitor and the Indemnified Party shall attempt in good faith for a period of fifteen (15) days to resolve the dispute related to the Disputed Amount or the Contested Amount, as the case may be. If the Indemnified Party and the Indemnitor resolve such dispute, such resolution shall be binding on the Indemnified Party and the Indemnitor, and a settlement agreement shall be signed by the Indemnified Party and the Indemnitor. If the disputed matters cannot be resolved, the parties will submit the disputed matters to arbitration as set forth in Section 6.8 hereof. (e) Each Party hereby consents to the non-exclusive jurisdiction of any matter not involving a third party Governmental Body, arbitrator or mediator in which an Action is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein, and agrees that process may be asserted by served on such Party with respect to such claim anywhere in the world. (f) An Indemnification Claim made under this Article VI shall be considered timely made so long as the Parent or the Stockholders’ Representative, as the case may be, shall have received notice of such Indemnification Claim prior to or on the Party from whom indemnification is soughtthirtieth (30th) day following the expiration of the one (1) year survival period or applicable statute of limitations, in each case as set forth in Sections 6.1 and 6.2, respectively.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 8.1, if an Indemnified Party wishes to make an indemnification claim under this Article VIII, including for a claim for indemnification Third Party Claim (as defined below) such Indemnified Party shall deliver a written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Stockholders’ Representative (eachwith a copy to the Escrow Agent, an “Indemnified Party”if the Escrow Period has not expired) against any person obligated to indemnify (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Company Indemnitor, to such Company Indemnitor directly) (i) stating that an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability has paid, incurred, suffered or sustained, or reasonably anticipates that it may have to pay, incur, suffer or sustain Losses, and (ii) describing (A) the Indemnified Party, except amount of claimed Losses in reasonable detail (to the extent known and reasonably quantifiable by Parent), and (B) the defense basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such Action item is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such noticerelated. An Indemnitor Parent may elect at any update an Indemnification Claim Notice from time to assume and thereafter conduct time to reflect any change in circumstances following the defense date thereof. (b) If the Stockholders’ Representative on behalf of the Indemnification Claim with counsel of Company Indemnitors (or the Company Indemnitor in the event that indemnification is being sought hereunder directly from such Company Indemnitor’s choice reasonably satisfactory to ) shall not object in writing within the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval ten (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice 10) Business Day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholders’ Representative on behalf of the Company Indemnitors (or the applicable Company Indemnitor) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, Parent and the Stockholders’ Representative shall promptly (but in any event within three (3) Business Days of the resolution of such Indemnification Claim Notice) deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to immediately release to Parent from the Escrow Fund cash with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice. (c) In the event that the Stockholders’ Representative shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 8.4(b), (or in the event that indemnification is being sought hereunder directly from an Company Indemnitor, if such Company Indemnitor does notshall object to any claim or claims made in any Indemnification Claim Notice to recover claims directly from such Company Indemnitor within ten (10) Business Days after delivery of such Indemnification Claim Notice), the Stockholders’ Representative (or such objecting Company Indemnitor) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholders’ Representative (or such objecting Company Indemnitor) and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to be recovered from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release to Parent from the Escrow Fund cash with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice. Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount to be paid to an Indemnified Party in accordance with such memorandum, then, subject to the limitations set forth in this Article VIII, each Company Indemnitor shall, within ten (10) days after Business Days following the date of such notice is givenmemorandum, give notice pay to the Indemnified Party of its election to assume the defense Party, such Company Indemnitor’s Pro Rata Portion of such shortfall in cash. (d) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim and thereafter promptly assume such defenseObjection Notice, then the Indemnitor will be bound by any judicial determination made Parent may file suit with respect to such Indemnification Claim or the matter in any compromise or settlement of such Indemnification Claim effected by the Indemnified Partycourt having jurisdiction. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Stockholder Representative (each, an “Indemnified Party”with a copy to the Escrow Agent) against any person obligated to indemnify (or in the event an Indemnified Party elects to pursue such indemnification claim directly against a Stockholder, to such Stockholder directly) (i) stating that an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability has paid, incurred, suffered or sustained, or reasonably anticipates that it may have to pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the Indemnified Party, except to the extent the defense individual items of such Action Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such noticerelated. An Indemnitor Parent may elect at any update an Indemnification Claim Notice from time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory time to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of reflect any judgment or enter into any settlement new information discovered with respect to the claim set forth in such Indemnification Claim without Notice. (b) If the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense Stockholder Representative on behalf of the Indemnification Claim, Stockholders (or the Indemnified Indemnifying Party may defend against in the Indemnification Claim event that indemnification is being sought hereunder directly from such Indemnifying Party) shall not object in any manner writing within the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice 30-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the Indemnitor does notapplicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Stockholders (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, the Escrow Agent shall promptly release from the Escrow Fund cash and shares of Parent Common Stock with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice as directed by the Stockholder Representative, with any shares of Parent Common Stock released from the Escrow Fund to be valued for this purpose using the Parent Trading Price. (c) In the event that the Stockholder Representative (or in the event that indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b) within 30 days after delivery of such Indemnification Claim Notice, the Stockholder Representative (or such objecting Indemnifying Party) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative (or such objecting Indemnifying Party) and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to be recovered from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release from the Escrow Fund an amount of cash and shares of Parent Common Stock with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice as directed by the Stockholder Representative, with any shares of Parent Common Stock released from the Escrow Fund to be valued for this purpose using the Parent Trading Price. Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to an Indemnified Party in accordance with such memorandum and this Agreement, then each Stockholder shall, within ten (10) days after Business Days following the date of such notice is givenmemorandum, give notice pay to the Indemnified Party such Stockholder’s Pro Rata Portion of its election such shortfall in cash. (d) If no such agreement can be reached after good faith negotiation and prior to assume thirty (30) days after delivery of an Indemnification Claim Objection Notice, either Parent or the defense Stockholder Representative (or the objecting Indemnifying Party) may demand arbitration of the matter unless the amount of the Loss that is at issue is the subject of a pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration, and in either such event the matter shall be settled by arbitration conducted in the Court of Chancery of the State of Delaware pursuant to the arbitration proceedings set out in 10 Del. C. §349 and the Court of Chancery Rules relating thereto, including Court of Chancery Rules 96, 97, and 98. The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid. The decision of the arbitrator as to the validity and amount of any claim in such Indemnification Claim Notice shall be final, conclusive and thereafter promptly assume such defensebinding upon the parties to this Agreement and the Stockholders and any Indemnifying Party, then and shall not be subject to appeal. Judgment upon any award rendered by the Indemnitor will arbitrator(s) may be bound by entered in any judicial determination made with respect court having jurisdiction. The forgoing arbitration provision shall apply to such Indemnification Claim any dispute among the Stockholders or any compromise or settlement of such Indemnification Claim effected by Indemnifying Party and the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice Parties under this Article VII, whether relating to claims to recover funds from the Escrow Fund or to the Party from whom other indemnification is soughtobligations set forth in this Article VII.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in this Article VIII, if an Indemnified Party wishes to make an indemnification Claim under this Article VIII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Company Representative, in the event that the Indemnifying Party is Company Stockholders, or the Parent, (each, an “Indemnified Party”i) against any person obligated to indemnify stating that an Indemnified Party has paid, incurred, suffered or sustained Damages, and (an “Indemnitor”), then such Indemnified Party will promptly give notice to ii) specifying in reasonable detail the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense individual items of such Action Damages, section of this Agreement under which each such Damages is materially and irrevocably prejudiced by being claimed, the Indemnified Party’s failure to give date each such notice. An Indemnitor may elect at any time to assume and thereafter conduct item was paid, incurred, suffered or sustained, or the defense reasonable basis for such anticipated liability, and, if applicable, the nature of the Indemnification Claim with counsel misrepresentation, breach of the Indemnitor’s choice reasonably satisfactory warranty or covenant to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice item is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partyrelated. (b) A claim for any matter If the Company Representative, on behalf of the Indemnifying Parties, or the Parent, as applicable, shall not involving object in writing within the thirty (30) day period after receipt of an Indemnification Claim Notice by delivery of a third party may be asserted by written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Company Representative on behalf of the Indemnifying Parties, or Parent, as applicable, that, subject to the limitations set forth in this Article VIII, the Indemnified Party from whom indemnification is soughtentitled to the full amount of the Claim for Damages set forth in such Indemnification Claim Notice. (c) In the event that the Company Representative, or the Parent, as applicable, shall deliver an Indemnification Claim Objection Notice within thirty (30) days after delivery of such Indemnification Claim Notice, the Company Representative and the Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such Claims. If the Company Representative and the Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties.

Indemnification Claim Procedures. (a) If In order for any Action is commenced of the Investors or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement their affiliates or their respective Representatives (each, an “Indemnified Party”) against to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving any Damages or any claims or demands made by any person obligated to indemnify an against such Indemnified Party (an a “IndemnitorThird Party Claim”), then such Indemnified Party will promptly give shall deliver notice thereof to the Company (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim and shall provide the Indemnifying party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IV except to the extent that the Indemnifying Party is materially prejudiced by such failure. (b) If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party against any and all Damages that may result from a Third Party Claim pursuant to the terms of this Agreement, the Indemnifying Party shall have the right, upon written notice to the IndemnitorIndemnified Party within 15 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. Failure The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to notify assume the Indemnitor defense thereof. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 4.02(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) The indemnification required hereunder in respect of a Third Party Claim shall be made by prompt payment by the Indemnifying Party of the amount of actual Damages in connection therewith, as and when bills are received by the Indemnifying Party or Damages incurred have been notified to the Indemnifying Party, together with interest on any amount not repaid as necessary to the Indemnified Party by the Indemnifying Party within five business days after receipt of notice of such Losses, from the date such Damages have been notified to the Indemnifying Party. (d) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other person before action is brought or claim is made against it hereunder by the Indemnified Party. (e) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. The failure to provide such notice, however, shall not release the Indemnifying Party from any of its obligations under this Article IV except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnitor of Indemnifying Party from any other obligation or liability that it may have to the Indemnified Party, except Party or otherwise than pursuant to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partythis Article IV. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any third party notifies any Indemnified Party with respect to the commencement of any Action is commenced or threatened that may give rise to a claim for indemnification against any Indemnitor under this ARTICLE 9 (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”"INDEMNIFICATION CLAIM"), then such the Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s 's failure to give such notice. An Indemnitor may elect at . (b) In connection with any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, (i) the Indemnified Party may defend against with attorneys of its choice against, and consent to the entry of any Order with respect to, the Indemnification Claim in any manner it may deem appropriate in its reasonable discretion, (ii) each Indemnitor will be jointly and severally obligated to reimburse the Indemnified Party reasonably deems appropriate. If promptly and periodically for the Damages relating to defending against the Indemnification Claim, and (iii) each Indemnitor will remain jointly and severally Liable for any Damages the Indemnified Party gives an Indemnitor notice of an may suffer relating to the Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the fullest extent provided in this ARTICLE 9. (c) Each Party hereby consents to the non-exclusive jurisdiction of any Governmental Body, arbitrator, or mediator in which an Action is brought against any Indemnified Party for purposes of its election to assume the defense of such any Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made that an Indemnified Party may have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person Person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified PartyParty and to settle or compromise any such Action; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed, provided that it will not be deemed to be unreasonable for an Indemnified Party to withhold its consent if such judgment or settlement includes any finding of or admission of any violation of any law, order or permit). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume assumes such defense, then the Indemnitor will be bound by any judicial determination made with respect to the Action or Actions subject to such Indemnification Claim or any compromise or settlement of the Action or Actions subject to such Indemnification Claim effected by the Indemnified Party. ; provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim without the prior written consent of the Indemnitor (b) which consent shall not be unreasonably withheld). A claim for any matter not involving a third party may be asserted by written notice to the Party from whom indemnification is sought; provided, however, that any Indemnification Claim in respect of any actual or alleged breach of representation, warranty, covenant or agreement contained herein must be asserted prior to the expiration of the survival period provided for in Section 12.1. To the extent the defense of any Action subject to any Indemnification Claim is assumed by the Holder Representative as the Indemnitor, the costs and expenses of such defense shall be paid from the Indemnification Escrow Amount and Acquiror, the Company and the Holder Representative shall instruct the Escrow Agent to disburse such portion of the Indemnification Escrow Amount as is reasonably requested in writing by the Holder Representative to pay such costs and expenses.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 8.1, if an Indemnified Party wishes to make an indemnification claim under this Article VIII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Stockholder Representative (each, an “Indemnified Party”) against any person obligated to indemnify or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability has paid, incurred, suffered or sustained, or reasonably anticipates that it may have to pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the Indemnified Party, except to the extent the defense individual items of such Action Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such noticerelated. An Indemnitor Parent may elect at any update an Indemnification Claim Notice from time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory time to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of reflect any judgment or enter into any settlement new information discovered with respect to the claim set forth in such Indemnification Claim without Notice. (b) If the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense Stockholder Representative on behalf of the Indemnification Claim, Indemnifying Parties (or the Indemnified Indemnifying Party may defend against in the Indemnification Claim event that indemnification is being sought hereunder directly from such Indemnifying Party) shall not object in any manner writing within the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice thirty (30)-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, Parent and the Indemnitor does notStockholder Representative shall promptly execute and deliver joint written instructions to the Escrow Agent to release to the applicable Indemnified Party from the Indemnity Escrow Fund (or, if applicable, from the Special Escrow Fund) the amount of Losses set forth in such Indemnification Claim Notice. Should the amount held in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the amount to be paid to an Indemnified Party by the Indemnifying Parties in accordance with such Indemnification Claim, then each Indemnifying Party shall, within ten (10) Business Days following the expiration date of the right of the Indemnifying Party Representative to make an Indemnification Claim Objection Notice, pay to the Indemnified Party, such Indemnifying Parties’ Pro Rata Portion of such shortfall. (c) In the event that the Stockholder Representative (or in the event that indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) shall deliver an Indemnification Claim Objection Notice in accordance with Section 8.4(b) within thirty (30) days after delivery of such notice is givenIndemnification Claim Notice, give notice the Stockholder Representative (or such objecting Indemnifying Party) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. In such event, Parent and the Stockholder Representative shall promptly execute and deliver joint written instructions to the Escrow Agent to release from the Indemnity Escrow Fund (or, if applicable, from the Special Escrow Fund) the amount of Losses set forth in such Indemnification Claim Notice. Should the amount held in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to an Indemnified Party in accordance with such memorandum and this Agreement, then each Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum, pay to the Indemnified Party of its election to assume the defense such Indemnifying Party’s Pro Rata Portion of such shortfall. (d) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, either Parent or the Stockholder Representative (or the objecting Indemnifying Party) may demand arbitration of the matter, unless the amount of the Loss that is at issue is the subject of a pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration, and thereafter promptly assume in either such defenseevent the matter shall be settled by arbitration conducted in San Francisco County, California, under the rules then in effect of the Indemnitor will be bound by any judicial determination made American Arbitration Association. Subject to Section 8.5 with respect to such Indemnification Claim Third Party Claims, the arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any compromise claim shall be final, conclusive and binding upon the parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or settlement order awarded by the arbitrator, and the Escrow Agent shall be entitled to rely on, and make distributions from the Indemnity Escrow Fund (or, if applicable, from the Special Escrow Fund) in accordance with, the terms of such Indemnification Claim effected award, judgment, decree or order as applicable. In such event, following written receipt of the arbitrator’s decision, Parent and the Stockholder Representative shall promptly execute and deliver joint written instructions to the Escrow Agent to release from the Indemnity Escrow Fund (or, if applicable, from the Special Escrow Fund) to the Indemnifying Parties the amount of Losses determined indemnifiable by the arbitrator. Should the amount held in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to an Indemnified Party. Party in accordance with such decision and this Agreement, then each Indemnifying Party shall, within ten (b10) A claim for any matter not involving a third party may be asserted by notice Business Days following the date of such memorandum, pay to the Indemnified Party from whom indemnification is soughtsuch Indemnifying Party’s Pro Rata Portion of such shortfall.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 8.1, if an Indemnified Party wishes to make an indemnification claim under this Article VIII, including for a claim for indemnification Third Party Claim (as defined below) such Indemnified Party shall deliver a written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Shareholders’ Representative (eachwith a copy to the Escrow Agent, an “Indemnified Party”if the Escrow Period has not expired) against any person obligated to indemnify (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Company Indemnitor, to such Company Indemnitor directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) describing (A) the amount of claimed Losses in reasonable detail (to the extent known and reasonably quantifiable by Purchaser), and (B) the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Purchaser may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date thereof. (b) If the Shareholders’ Representative on behalf of the Company Indemnitors (or the Company Indemnitor in the event that indemnification is being sought hereunder directly from such Company Indemnitor) shall not object in writing within the thirty day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “IndemnitorIndemnification Claim Objection Notice”), then such failure to so object shall be an irrevocable acknowledgment by the Shareholders’ Representative on behalf of the Company Indemnitors (or the applicable Company Indemnitor) that the Indemnified Party will promptly give notice is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, Purchaser and the Shareholders’ Representative shall promptly (but in any event within three Business Days of the resolution of such Indemnification Claim Notice) deliver a joint instruction to the Escrow Agent instructing the Escrow Agent to immediately release to Purchaser from the Indemnity Escrow Fund cash with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice. (c) In the event that the Shareholders’ Representative shall timely deliver an Indemnification Claim Objection Notice in accordance with Section 8.4(b), (or in the event that indemnification is being sought hereunder directly from an Company Indemnitor, if such Company Indemnitor shall object to any claim or claims made in any Indemnification Claim Notice to recover claims directly from such Company Indemnitor within thirty days after delivery of such Indemnification Claim Notice), the Shareholders’ Representative (or such objecting Company Indemnitor) and Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. Failure If the Shareholders’ Representative (or such objecting Company Indemnitor) and Purchaser should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to notify be recovered from the Indemnity Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to conclusively rely on any such memorandum and make distributions from the Indemnity Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release to Purchaser from the Indemnity Escrow Fund cash with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice. Should the amount held in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the amount to be paid to an Indemnified Party in accordance with such memorandum, then, subject to the limitations set forth in this Article VIII, each Company Indemnitor will not relieve shall, within 20 Business Days following the Indemnitor date of any liability that it may have such memorandum, pay to the Indemnified Party, except to the extent the defense such Company Indemnitor’s Indemnity Pro Rata Portion of such Action is materially shortfall in cash. (d) If no such agreement can be reached after good faith negotiation and irrevocably prejudiced by the Indemnified Party’s failure prior to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice 30 calendar days after delivery of an Indemnification Claim and Objection Notice, Purchaser or the Indemnitor does not, within ten Shareholders’ Representative (10or the applicable Company Indemnitor) days after such notice is given, give notice to may pursue binding arbitration administered by the Indemnified Party of American Arbitration Association in accordance with its election to assume Commercial Arbitration Rules with the defense venue of such Indemnification Claim arbitration being in San Francisco, and thereafter promptly assume such defense, then judgment on the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected award rendered by the Indemnified Party. (barbitrator(s) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is soughtentered in any court having jurisdiction thereof.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly after receipt of notice of such Indemnification Claim give written notice to the party, or parties, obligated to provide indemnification under this Agreement (each, an “Indemnitor”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Within twenty (20) days of the receipt of such written notice, an Indemnitor may elect at any time in writing to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory (such choice of counsel subject to the consent of the Indemnified Party, with such consent not to be unreasonably withheld, conditioned or delayed); provided that the Indemnitor may only assume control of such defense if (i) it acknowledges in writing to the Indemnified Party; providedParties that any damages, howeverfines, costs or other liabilities that may be assessed against the Indemnitor in connection with such Action constitute Damages for which the Indemnified Parties shall be indemnified pursuant to this Article VIII, (ii) the ad damnum in such Action, taken together with the estimated costs of defense thereof and the Claims with respect to any unresolved claims for indemnification then pending, is less than or equal to the current balance of the Escrow Fund, and (iii) the Indemnitor may not assume control of the defense of any such Action involving criminal liability or in which equitable relief is sought against the Indemnified Parties. If after assuming such defense the Indemnitor first obtains actual knowledge of any fact, event, development or circumstance which leads the Indemnitor to reasonably believe it has no indemnification obligation hereunder with respect to such Claim, the Indemnitor shall notify the Indemnified Party of same, the acknowledgement referenced in the previous sentence shall be deemed null and void and of no force and effect, and, without agreeing whether the Indemnitor has such defenses, the Indemnified Party shall have the option to assume defense of such Claim. If the Indemnitor does not, or is not permitted under the terms hereof to, so assume control of the defense of such Action, the Indemnified Parties shall control such defense. If the Indemnitor has assumed the defense of an Action as provided in this Section 8.05, each Indemnified Party shall cooperate in all respects with the conduct of such defense by the Indemnitor (at the Indemnitor’s expense) and shall have the right to employ counsel separate from the counsel employed by the Indemnitor in the defense of any Action that the Indemnitor is defending and to participate in such defense, but the fees and expenses of such counsel will be at the Indemnified Party’s own expense. If an Indemnitor has not assumed the defense of an Action, the Indemnified Party will not approve of agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action subject to any such Indemnification Claim without the Indemnified Party’s prior written approval consent of the Indemnitor (which must consent shall not be withheld unreasonablyunreasonably withheld, conditioned or delayed). Until an An Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice will not agree to the Indemnified Party entry of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made judgment or enter into any settlement or compromise with respect to such an Action subject to any Indemnification Claim or any compromise or settlement without the prior written consent of such Indemnification Claim effected by the Indemnified Party. Parties unless (bi) it provides for a full and complete written release of the Indemnified Parties by such third party from any further liability and (ii) the sole relief provided is monetary damages that the Indemnitor agrees to, and does, pay in full. A claim for any matter not involving a third party Third Party may be asserted by written notice to the Party party from whom indemnification is sought, and shall be resolved pursuant to the procedures set forth in the Escrow Agreement; provided, that no claim may be brought after the periods for survival set forth in Section 8.01. To the extent the defense of any Action subject to any Indemnification Claim is assumed by the Securityholders' Representative as the Indemnitor, at the election of the Indemnitor, the reasonable costs and expenses of such defense of such, and any payment in respect of, any settlement of such Action pursuant to the provisions of this Article VIII shall be paid from the Escrow Funds, and Parent, the Company and the Securityholders' Representative shall instruct the Escrow Agent to disburse such portion of the Escrow Funds as is reasonably requested in writing by the Securityholders' Representative to pay such reasonable costs and expenses or settlement amounts.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification Claim under this Agreement Article XII and was initiated by a third party (each, an a “Indemnified PartyThird Party Claim”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”)Party, then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Indemnification Claim, (B) including a copy of all papers served with respect to such Indemnification Claim, if applicable, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Indemnification Claim, if such estimate can reasonably be made, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 12.3(a) prior to the Survival Expiration Date. (b) Subject to the other terms of this Section 12.3(b), an Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Indemnification Claim in respect of a Third Party Claim with counsel of at the Indemnitor’s choice and expenses (such counsel to be reasonably satisfactory acceptable to the Indemnified Party) and to settle or compromise any such Third Party Claim, and each Indemnified Party shall cooperate with the reasonable requests of the Indemnitor in connection with the conduct of such defense by the Indemnitor (provided that such cooperation shall not require the Indemnified Party to incur any out of pocket expenses) and the settlement of such Third Party Claim by the Indemnitor; provided, however, that the Indemnified Party shall be entitled to participate in such settlement or defense through counsel of its choosing and expense; provided, further, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification such Third Party Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless (i) the defense terms of the Indemnification Claim, such settlement provide for no admission of wrongdoing by the Indemnified Party may defend against and provide for a complete release of the Indemnification claims that are the subject of such Third Party Claim in any manner favor of the Indemnified Party, (ii) the Damages (or Seller Portion of the Damages with respect to any claim by a Buyer Indemnified Party reasonably deems appropriatepursuant to Section 12.2(a)(x)) related to such Third Party Claim are entirely indemnifiable by the Indemnitor and (iii) the terms of such settlement does not impose any injunctive relief or other restrictions on any Indemnified Party. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim in respect of a Third Party Claim and the Indemnitor does not, within ten twenty-one (1021) days after such notice is given, (x) give notice to the Indemnified Party of its election to assume the defense of such Indemnification Third Party Claim and (y) thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of, contest, settle or compromise such Third Party Claim; provided, however, that (1) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Indemnification Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed), (2) if at any time the Indemnitor acknowledges in writing that such Third Party Claim or any compromise or settlement is a Damage subject to this Article XII, the Indemnitor may thereafter assume the defense of such Third Party Claim; provided, further, that, notwithstanding anything to the contrary elsewhere in this Section 12.3(b), the Indemnitor shall not be entitled to assume such defense if (A) such Third Party Claim is reasonably foreseeable to result in Damages (or the Seller Portion of such Damages with respect to a Third Party Claim pursuant to Section 12.2(a)(x)) which are more than 200% of the remaining Indemnification Claim effected Escrow Amount at the time such claim is submitted by the Indemnified Party; (B) such Third Party Claim for indemnification relates to or arises in connection with any criminal proceeding, Action, indictment, allegation or investigation; (C) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party; (D) the Indemnitor has a direct or indirect economic interest in such Third Party Claim proceeding; or (E) upon petition by the Indemnified Party, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Third Party Claim and (3) if the representation by one counsel of both the Indemnitor and the Indemnified Party in any such Third Party Claim would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate, the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim through counsel of its choosing and the reasonable fees and disbursements of such counsel shall constitute Damages for which such Indemnified Party is entitled to indemnification hereunder to the extent Damages incurred in respect of such Third Party Claim are indemnifiable hereunder. (bc) A claim If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving a third party Third Party Claim, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such circumstances, if such estimate can reasonably be asserted made, and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 12.3(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim is materially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 12.3(c) prior to the Survival Expiration Date. The Indemnitor may object to such Indemnification Claim by delivery of a written notice to the Indemnified Party from whom indemnification within thirty (30) days of being notified of such Indemnification Claim, specifying in reasonable detail the basis for such objection, and the Indemnitor and the Indemnified Party shall, within the sixty (60) day period beginning on the date of receipt by the Indemnified Party of such objection and prior to submitting such dispute to the courts set forth in Section 13.13, attempt in good faith to resolve such claim. In the event that the Indemnitor fails to timely deliver such objection, the Indemnitor shall be deemed to have consented to indemnify the Indemnified Party for such Indemnification Claim. Should the Indemnified Party and the Indemnitor be unable to agree as to any particular item or items or amount or amounts within such time period, then the Indemnified Party shall be permitted to submit such dispute to the courts set forth in Section 13.13. (d) Solely in connection with the defense of a Third Party Claim, at the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Third Party Claim relates; provided, that such access shall comply with all applicable Laws and the parties shall enter into customary joint defense or similar arrangements with respect to access to information that is soughtsubject to attorney-client privilege or other privilege. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. Any information obtained under this Section 12.3(d) shall be kept confidential, except as otherwise reasonably may be necessary in connection with the defense of a Third Party Claim.

Indemnification Claim Procedures. (a) If any Action Proceeding is commenced or threatened or Losses are incurred that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure The notice shall describe in reasonable detail the facts known to notify the Indemnified Party giving rise to such Indemnification Claim and the amount or good faith estimate of the amount arising therefrom. The failure of the Indemnified Party to provide prompt notice of any Indemnification Claim to the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, Party except to the extent the defense of any such Action Proceeding is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Proceeding subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Proceeding, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Proceeding by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must shall not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes the defense , unless (a) there is no finding or admission of any violation of Laws or any violation of the Indemnification Claimrights of any Person and no effect on any other claims that may be made against the Indemnified Party, (b) the sole relief provided is monetary damages that are paid in full by the Indemnitor, and (c) there is an unconditional release of the Indemnified Party may defend against from all Liability or obligation with respect to the Indemnification Claim claims asserted in any manner the Indemnified Party reasonably deems appropriatesuch Proceeding. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Proceeding or Proceedings subject to such Indemnification Claim and thereafter promptly assume such defenseClaim, then the Indemnitor Indemnified Party may conduct the defense of such Proceeding; provided, however, that the Indemnified Party will be bound by not approve of the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such the Indemnification Claim without the Indemnitor’s prior written approval (which shall not be unreasonably withheld or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) delayed). A claim for any matter not involving a third party Third Party may be asserted by written notice to the Party party from whom indemnification is sought; provided, however, that any assertion of an Indemnification Claim shall be subject to the limitations as to time set forth in this Agreement.

Indemnification Claim Procedures. (a) If Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is commenced or threatened that may give rise not a party to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (eachAgreement, an “Indemnified the Indemnifying Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give at its sole cost and expense and upon written notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent may assume the defense of any such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that . The Indemnified Party shall be entitled to participate in the Indemnitor will not approve of the entry defense of any judgment or enter into such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to the Indemnification Claim any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s 's prior written approval consent (which must consent shall not be withheld unreasonablyunreasonably withheld, conditioned or delayed). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action or claim or assertion of liability by a third party is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the other party hereto (the “Indemnitor”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume assumes such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim or any compromise or settlement without the prior written consent of such Indemnification Claim effected by the Indemnified PartyIndemnitor (which consent shall not be unreasonably withheld). (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If Promptly after obtaining actual knowledge of any Action is commenced matter that a Buyer Indemnified Party or threatened that may give rise to a claim for indemnification Seller Indemnified Party (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an the “Indemnified Party”) against any person obligated to indemnify an ), acting in good faith, reasonably believes will entitle the Indemnified Party to indemnification from the other Party (an the “IndemnitorIndemnifying Party”) under Section 8.1(b) or Section 8.1(e), as applicable, the Indemnified Party shall promptly provide to Indemnifying Party notice describing the matter in reasonable detail, including the nature of the Claim, the basis for the indemnification obligation and the Losses resulting therefrom (a “Notice of Claim”), then such Indemnified Party will promptly give notice ; provided that the failure to the Indemnitor. Failure to so notify the Indemnitor will Indemnifying Party promptly shall not relieve the Indemnitor Indemnifying Party of any liability that it may have to the Indemnified such Indemnifying Party, ’s Liabilities hereunder except to the extent such failure shall have actually and materially prejudiced the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Indemnifying Party. (b) A claim For Claims for any matter not involving a third party may be asserted by notice indemnification under this Article VIII other than those relating to Third Party Claims (as defined below), the Indemnifying Party shall have fifteen (15) days after its receipt of the Notice of Claim to respond to the claim(s) described therein. Such response shall set forth, in reasonable detail, the Indemnifying Party’s objection(s) to the Claim(s) and its bases for such objection(s). If the Indemnifying Party from whom indemnification fails to provide such a response with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party provides its response within such time period, the Indemnified Party and the Indemnifying Party shall negotiate the resolution of the Claim(s) for a period of not less than twenty (20) Business Days after such response is soughtprovided. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any legal remedies available to the Indemnified Party against the Indemnifying Party with respect solely to the unresolved Claim(s), subject to the provisions of this Article VIII. The Indemnifying Party shall pay any amounts determined to be owed to the Indemnified Party in accordance with this Article VIII in cash as soon as reasonably practicable after any such determination.

Indemnification Claim Procedures. (a) If any Action is commenced third party notified any Buyer Party with respect to the commencement of any action, suit, proceeding, claim, demand, hearing, investigation or threatened similar event that may give rise to a claim for indemnification against Seller hereunder (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified the Buyer Party will promptly give notice to the IndemnitorSeller. Failure to notify the Indemnitor Seller will not relieve the Indemnitor Seller of any liability obligation that it may have to the Indemnified Buyer Party, except to the extent that the defense of such Action action, suit, proceeding, claim, demand, hearing, investigation or similar event is materially and irrevocably prejudiced by the Indemnified Buyer Party’s failure to give such notice. An Indemnitor . (b) Seller shall have the right to defend against an Indemnification Claim, with counsel of its choice reasonably satisfactory to the Buyer Party, if (i) within 10 days following the receipt of notice of the Indemnification Claim Seller notifies the Buyer Party in writing that Seller will indemnify the Buyer Party from and against the entirety of any Losses the Buyer Party may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) Seller provides the Buyer Party with evidence reasonably acceptable to the Buyer Party that Seller will have the financial resources to defend against the Indemnification Claim and thereafter conduct pay, in cash, all Losses the Buyer Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money Losses and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Buyer Party likely to establish a precedential custom or practice material and adverse to the continuing business interests of the Buyer Party, and (v) Seller conducts the defense of the Indemnification Claim with actively and diligently. Seller will be liable for the reasonable fees and expenses of one counsel employed by the Buyer Party for any period during which Seller has not assumed the defense thereof (other than during any period in which the Buyer Party will have failed to give notice of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim as provided above). (c) So long as Seller is conducting the Indemnified Party; provideddefense of the Indemnification Claim in accordance with Section 10.2(b), however(i) the Buyer Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, that (ii) the Indemnitor Buyer Party will not approve of consent to the entry of any judgment or enter into any settlement order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval consent of Seller (which must not to be withheld withheld, delayed or conditioned unreasonably). Until an Indemnitor assumes , and (iii) Seller will not consent to the defense entry of the Indemnification Claim, the Indemnified Party may defend against any order with respect to the Indemnification Claim in any manner without the Indemnified prior written consent of the Buyer Party reasonably deems appropriate. If the Indemnified (not to be withheld, delayed or conditioned unreasonably, provided that it will not be deemed to be unreasonable for an Buyer Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten to withhold its consent (10A) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim any finding of or admission (1) of any compromise breach of any Law, (2) of any violation of the rights of any Person, or settlement (3) which Buyer Party believes could have a material and adverse effect on any other actions to which the Buyer Party or its Affiliates are a party or to which Buyer Party has a good faith belief it may become a party, or (B) if any portion of such Indemnification Claim effected by the Indemnified Partyorder would not remain sealed). (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If Subject to the limitations set forth in Section 7.1 and Section 7.3, if an Indemnified Party wishes to make an indemnification claim under this Article VII for any Action is commenced or threatened that may give rise to matter not involving a claim for indemnification Third Party Claim, such Indemnified Party shall deliver a written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement (eachthe Stockholder Representative, an “in the event the Indemnified Party is a Parent Indemnified Party”, or the Parent, in the event the Indemnified Party is an Equityholder Indemnified Party, (i) against any person obligated to indemnify stating that an Indemnified Party (an “Indemnitor”)has paid, then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability incurred, suffered or sustained, or reasonably anticipates that it may have to pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the Indemnified Party, except to the extent the defense individual items of such Action Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such noticerelated. An Indemnitor Parent may elect at any update an Indemnification Claim Notice from time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory time to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of reflect any judgment or enter into any settlement new information discovered with respect to the claim set forth in such Indemnification Claim without Notice. (b) If the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense Stockholder Representative on behalf of the Indemnification ClaimCompany Indemnifying Parties, or the Indemnified Party may defend against Parent on behalf of the Indemnification Claim Parent Indemnifying Parties, as applicable, shall not object in any manner writing within the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice thirty (30)-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Company Indemnifying Parties (or the applicable Company Indemnifying Party), or the Parent on behalf of the Parent Indemnifying Parties (or the applicable Parent Indemnifying Party), that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice subject to the limitations set forth in Section 7.3. In such event, in the event the Indemnified Party is a Parent Indemnified Party, Parent and the Indemnitor does notStockholder Representative shall promptly execute and deliver joint written instructions to the Escrow Agent to release to the applicable Parent Indemnified Party from the Indemnity Escrow Fund or the Special Indemnification Escrow Fund, as applicable, the amount of Losses set forth in such Indemnification Claim Notice. In such event, in the event the Indemnified Party is an Equityholder Indemnified Party, Parent shall promptly, and in any event in no less than ten (10) Business Days pay to the Paying Agent, for further distribution to the Equityholder Indemnified Parties, the amount of Losses set forth in such Indemnification Claim Notice. Subject to the limitations set forth in Section 7.3, only with respect to an indemnification claim made pursuant to (B) through (D) of Section 7.2(a) (except for indemnification claims under Section 7.2(a)(C) with respect to the Special Indemnification Matter) or for breaches of or inaccuracies in the Fundamental Representations within their respective survival periods provided under Section 7.1, should the amount held in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the amount to be paid to a Parent Indemnified Party by the Company Indemnifying Parties in accordance with the applicable Indemnification Claim Notice, then each Company Indemnifying Party shall, within ten (10) Business Days following the expiration date of the right of the Stockholder Representative on behalf of the Company Indemnifying Parties (or the applicable Company Indemnifying Party) to make an Indemnification Claim Objection Notice, pay to the Parent Indemnified Party, such Indemnifying Parties’ Escrow Pro Rata Portion of such shortfall. (c) In the event that the Stockholder Representative or the Parent shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b) within thirty (30) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense delivery of such Indemnification Claim Notice, the Stockholder Representative and thereafter promptly assume such defense, then Parent shall attempt in good faith to agree upon the Indemnitor will be bound by any judicial determination made rights of the respective parties with respect to such Indemnification Claim or any compromise or settlement each of such claims, subject to the limitations set forth in Section 7.3. In such event, as applicable, Parent and the Stockholder Representative shall promptly execute and deliver joint written instructions to the Escrow Agent to release from the Indemnity Escrow Fund or Special Indemnification Claim effected Escrow Fund, as applicable, or Parent shall promptly, and in any event in no less than ten (10) Business Days pay to the Paying Agent, for further distribution to the Equityholder Indemnified Parties, the amount of Losses agreed upon by Parent and the Stockholder Representative documented in a memorandum. Subject to the limitations set forth in Section 7.3, only with respect to an indemnification claim made pursuant to (B) through (D) of Section 7.2(a) (except for indemnification claims under Section 7.2(a)(C) with respect to the Special Indemnification Matter) or for breaches of or inaccuracies in the Fundamental Representations within their respective survival periods provided under Section 7.1, should the amount held in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to a Parent Indemnified Party in accordance with such memorandum and this Agreement, then each Company Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum, pay to the Parent Indemnified Party such Indemnifying Party’s Escrow Pro Rata Portion of such shortfall. (bd) A If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, the parties shall have the right to pursue all available remedies to resolve such dispute. From and after the time that an Indemnification Claim Notice is received and until such claim for is finally resolved, the Indemnified Parties, the Indemnifying Parties, Parent, the Surviving LLC, and the Stockholder Representative shall cooperate in good faith. (e) For purposes of this Article VII, including in determining the number of Escrow Shares to be released from the Indemnity Escrow Fund to Parent in connection with any matter not involving indemnification claim as finally resolved by the parties hereto in accordance with the terms hereof, each Escrow Share shall be deemed to have a third party may be asserted by notice value equal to the Party from whom indemnification is soughtParent Trading Price.

Indemnification Claim Procedures. (a) If any third party notifies any Indemnified Party with respect to the commencement of any Action is commenced or threatened that may give rise to a claim for indemnification against any Indemnitor under this Article 9 (an “--------- "Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”"), then such the Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except Party to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s 's failure to give such notice. . (b) An Indemnitor may elect will have the right at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s 's choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor Indemnified Party will not approve of consent to the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval consent of the Indemnitor (which must not to be withheld unreasonably). Until . (c) Unless and until an Indemnitor assumes the defense of the Indemnification ClaimClaim as provided in Section 9.4(b), the Indemnified Party Indemnitor may -------------- defend against the Indemnification Claim in any manner the Indemnified Party Indemnitor reasonably deems may deem appropriate. If . (d) In no event will the Indemnified Party gives an Indemnitor notice consent to the entry of an any judgment or enter into any settlement with respect to the Indemnification Claim and without the prior written consent of the Indemnitor does not, within ten (10not to be withheld unreasonably). (e) days after such notice is given, give notice Each Party hereby consents to the non-exclusive jurisdiction of any Governmental Body, arbitrator, or mediator in which an Action is brought against any Indemnified Party for purposes of its election to assume the defense of such any Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made that an Indemnified Party may have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened or Damages incurred that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of any such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must shall not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim, then the Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim and thereafter promptly assume such defense, then without the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement prior written consent of such Indemnification Claim effected by the Indemnified Party. (b) Indemnitor. A claim for any matter not involving a third party may be asserted by written notice to the Party party from whom indemnification is sought; provided, however, that any assertion of an Indemnification Claim shall be subject to the limitations as to time set forth in this Agreement. To the extent the defense of any Action, subject to any Indemnification Claim is assumed by Seller Parent as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of such, and any payment in respect of, any settlement of such Action, shall be paid from the Indemnity Escrow Funds, and Purchaser and Seller Parent shall instruct the Escrow Agent to disburse such portion of the Indemnity Escrow Funds as is reasonably requested in writing by Seller Parent to pay such costs and expenses or other amounts.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Stockholder Representative (eachor for claims directly against an Indemnifying Party, an “Indemnified to such Indemnifying Party”) against any person obligated to indemnify (i) stating that an Indemnified Party (an “Indemnitor”)has paid, then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability incurred, suffered or sustained, or reasonably anticipates that it may have to the Indemnified Partypay, except incur, suffer or sustain Losses, and (ii) to the extent known, specifying in reasonable detail the defense nature of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such noticeLosses. An Indemnitor Parent may elect at any update an Indemnification Claim Notice from time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory time to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of reflect any judgment or enter into any settlement new information with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partyclaim. (b) A In the event of the assertion or commencement by any Person (other than a party to this Agreement) of any Action with respect to which the Indemnifying Parties may become obligated to indemnify any Indemnified Party pursuant to this Article VII (each, a “Third Party Action”), the Stockholder Representative shall (on behalf of the Indemnifying Parties) have the right to participate in (at the expense of the Indemnifying Parties), but not to control, the defense of such Third Party Action. The Indemnified Parties may settle a Third Party Action without the prior written consent of the Stockholder Representative; provided, that such settled amount shall not be determinative of the amount of Losses indemnifiable pursuant to this Article VII unless the Stockholder Representative consents to such settlement (which consent will not be unreasonably withheld, delayed or conditioned). (c) If the Stockholder Representative on behalf of the Indemnifying Parties shall not object in writing within the 30 day period after receipt of an Indemnification Claim Notice by delivery of a written notice of an objection containing a reasonably detailed description of the facts and circumstances supporting such objection (an “Indemnification Claim Objection Notice”), such failure to so object shall mean for all purposes that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event Parent shall be entitled to permanently retain from the Holdback Fund an amount of cash and Parent Ordinary Shares (valued at the Parent Share Price) equal to the Losses set forth in such Indemnification Claim Notice, pro rata to the respective proportions that the cash and Parent Ordinary Shares comprise the Holdback Fund. (d) In the event that the Stockholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(c), the Stockholder Representative (on behalf of the Indemnifying Parties) and Parent may attempt to agree upon the rights of the respective parties with respect to such claims. If the Stockholder Representative and Parent so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties (a “Resolution Memorandum”). In such event, Parent shall, subject to Section 7.4(g), be entitled to permanently retain from the Holdback Fund the amount of cash and/or Parent Ordinary Shares (valued at the Parent Share Price) as set forth in the Resolution Memorandum, pro rata to the respective proportions that the cash and Parent Ordinary Shares comprise the Holdback Fund. Should the amount of the Holdback Fund be insufficient to satisfy in whole the amount owed to an Indemnified Party in accordance with such memorandum and this Agreement, then each Indemnifying Party shall promptly pay or surrender to the Indemnified Party such Indemnifying Party’s pro rata portion of such shortfall as though such shortfall was an Excess Loss. In such a case, the Indemnifying Parties may, at their election (A) return Parent Ordinary Shares to Parent, free and clear of any Liens (valuing the Parent Ordinary Shares at the fair market value at the time of the claim) or (B) pay cash to Parent to satisfy such shortfall. (e) If no such agreement can be reached prior to 30 days after delivery of an Indemnification Claim Objection Notice, either Parent or the Stockholder Representative may demand arbitration of the matter not involving unless the amount of the Loss that is at issue is then subject of a pending litigation with a third party party. Such arbitration shall be conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative. In the event that, within 30 days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, then, within 15 days after the end of such 30-day period, Parent and the Stockholder Representative shall each select one independent arbitrator who shall select a third independent arbitrator. (f) Any such arbitration shall be held in Xxxx County, Illinois, under the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS”). The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid. The arbitrator(s) shall establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator(s) shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions to the same extent as a competent court of law or equity, should the arbitrator(s) determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator(s) as to the validity and amount of any claim in such Indemnification Claim Notice shall be final, binding, and conclusive upon the parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). Within 30 days of a decision of the arbitrator(s) requiring payment by Parent to the Indemnifying Parties or by the Indemnifying Parties to Parent, such person(s) shall make the payment to such other person(s) and shall be pro rata to the respective proportions that the cash and Parent Ordinary Shares comprise the Holdback Fund). Judgment upon any award rendered by the arbitrator(s) may be asserted by notice entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute among the Indemnifying Parties or any Indemnifying Party and the Indemnified Parties under this Article VII, whether or not relating to claims to recover funds or shares from the Holdback Fund. (g) On the Holdback Expiration Date, Parent shall (i) continue to retain an amount of the Holdback Fund, if any, equal to the Party from whom amount of any claims for indemnification is soughtasserted in an Indemnification Claim Notice delivered in accordance with Section 7.4 prior to the Holdback Expiration Date but which are not yet resolved or for which payment has not yet been made (the “Unresolved Claims”) and (ii) release any remaining portion of the Holdback Fund net of such Unresolved Claims to the Paying Agent for further distribution to the Stockholders in accordance with this Agreement. Such amounts retained or released shall be in the form of cash and Parent Ordinary Shares (valued at the Parent Share Price), pro rata to the respective proportions that the cash and Parent Ordinary Shares comprise the Holdback Fund. The amount of the Holdback Fund retained for each Unresolved Claim shall be released (to the extent not utilized to indemnify any Indemnified Party) by Parent to the Paying Agent for further distribution to the Stockholders in accordance with this Agreement upon the resolution of such Unresolved Claim in accordance with this Article VII. (h) Following the delivery of a Claim Notice, the Stockholder Representative and its representatives and agents shall be given all such access (including electronic access, to the extent available) as they may reasonably require to the books and records of the Surviving Corporation and access to such personnel or representatives of the Surviving Corporation and Parent, including but not limited to the individuals responsible for the matters that are subject of the Claim Notice, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Claim Notice.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened or Damages incurred that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of any such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must shall not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim, then the Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim and thereafter promptly assume such defense, then without the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement prior written consent of such Indemnification Claim effected by the Indemnified Party. (b) Indemnitor. A claim for any matter not involving a third party may be asserted by written notice to the Party party from whom indemnification is sought.; provided, however, that any assertion of an Indemnification Claim shall be subject to the limitations as to time set forth in this Agreement. To the extent the defense of any Action, subject to any Indemnification Claim is assumed by Seller Parent as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of such, and any payment in respect of, any settlement of such Action, shall be paid from the Indemnity Escrow

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s good faith estimate of the amount of Damages that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 12.3(a) prior to the Survival Expiration Date. (b) If an Indemnitor either unconditionally and irrevocably (i) acknowledges in writing its obligation to indemnify the Indemnified Party with respect to any Action subject to any such Indemnification Claim or (ii) agrees to bear the reasonable fees, costs and expenses of one separate counsel of the Indemnified Party, the Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim such Action with counsel of the Indemnitor’s choice and to settle or compromise any such Action, and each Indemnified Party shall reasonably satisfactory to cooperate with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , except that no such approval shall be required if the defense terms of such settlement (w) provide for a unconditional and irrevocable complete release of the Indemnification Claimclaims that are the subject of such Action in favor of the Indemnified Party, (x) obligate the Indemnitor to pay the full amount of Damages in connection with such Action, (y) do not provide for injunctive or other nonmonetary relief affecting the Indemnified Party may defend against or any of its Affiliates, and (z) does not include an admission of wrongdoing that, in the Indemnification Claim in any manner reasonable opinion of the Indemnified Party, would otherwise materially adversely affect the Indemnified Party reasonably deems appropriateor any of its Affiliates. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld) and (B) if at any time the Indemnitor acknowledges in writing that such Action is a Damage subject to this Article XII, the Indemnitor may thereafter assume the defense of such Action. To the extent the defense of any Action subject to any Indemnification Claim is assumed by the Holder Representative as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of, and any payment in respect of, any Action, including any settlement thereof, shall be paid from the Indemnification Escrow Funds, and Buyer and the Holder Representative shall instruct the Escrow Agent to disburse such portion of the Indemnification Escrow Funds as is reasonably requested in writing by the Holder Representative to pay such costs and expenses or other amounts. Should the Indemnitor elect to assume the defense of any compromise Action, the Indemnitor will not be liable to the Indemnified Party for any legal or settlement other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof as long as the Indemnitor diligently conducts such defense; provided that, if (i) in any Indemnified Party’s reasonable judgment a conflict of interest exists in respect of such claim or (ii) any Indemnitor fails to provide reasonable assurance to the Indemnified Party (upon request of the Indemnified Party) of such Indemnitor’s financial capacity to defend such Action and provide indemnification with respect thereto, such Indemnified Party will have the right to employ separate counsel to represent such Indemnified Party and in that event the reasonable fees and expenses of such separate counsel will be paid by such Indemnitor. (c) If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s reasonable good faith estimate of the amount of Damages that may arise from such circumstances, and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 12.2(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim effected is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 12.2(c) prior to the Survival Expiration Date. (d) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. (be) A Notwithstanding the provisions of this Section 12.3, the foregoing procedures shall not be required with respect to a claim from the Indemnification Escrow Amount for any matter not involving a third party may be asserted by notice to Taxes shown as due on the Party from whom indemnification is soughtface of an originally filed Pre-Closing Tax Return or Straddle Period Tax Return prepared in accordance with Section 8.4(a).

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Twenty (20) days after the Indemnitor’s receipt of a written notice (a “Claim Notice”) delivered by the Indemnified Party with respect to a claim for indemnification (an “Indemnification Claim”) by any person entitled , which notice makes specific reference to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated ARTICLE 9 and specifies the basis therefor and the amount due to indemnify an the Indemnified Party by reason thereof (an the “IndemnitorClaim Amount”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have shall deliver to the Indemnified Party, except to Party or its designee the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified PartyAmount; provided, however, that the Indemnitor will not approve of shall have the entry of any judgment or enter into any settlement with respect right to the Indemnification Claim without the Indemnified Party’s prior deliver a written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification denial (a “Claim and the Indemnitor does not, within ten (10Denial”) days after such notice is given, give notice to the Indemnified Party denying the validity in whole or in part of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination claim made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyParty in the Claim Notice. (b) A If the Indemnitor delivers a Claim Denial in accordance with Section 9.7(a), then the Indemnified Party may submit to the Indemnitor such evidence as it wishes to present to support the claim made by it in the Claim Notice. During the ten (10) day period following delivery of the Claim Denial, the Indemnitor and the Indemnified Party in good faith shall attempt to reach agreement (it being understood that neither the Indemnitor and the Indemnified Party shall be required to reach such an agreement) on an amount due (the “Resolved Claim Amount”) (or that no amount is due) with respect to the claim specified in the Claim Notice and denied in the Claim Denial. If the Indemnitor and the Indemnified Party do not reach such agreement within said ten (10) day period, then either the Indemnitor or the Indemnified Party may demand arbitration with respect to such matter. The matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to the Indemnitor and the Indemnified Party. In the event that, within thirty (30) days after submission of any such dispute to arbitration, the Indemnitor and the Indemnified Party cannot mutually agree on one arbitrator, then the parties shall arrange for the American Arbitration Association to designate a single arbitrator in accordance with the rules of the American Arbitration Association. In the event the Indemnitor and the Indemnified Party agree on a Resolved Claim Amount, or that no amount is due, at any matter not involving time prior to the entry of an effective and final decision of an arbitrator with regard to the unresolved claim, the Indemnitor shall transfer to the Indemnified Party or its designee the applicable Resolved Claim Amount. Any arbitration as contemplated in this Section 9.7 shall be held in Los Angeles County, California, under the rules and procedures then in effect of the American Arbitration Association. The prevailing party in such action or suit shall be entitled to receive from the non-prevailing party or parties a third reasonable sum for its attorneys’ fees and all other reasonable costs and expenses incurred in any arbitration hereunder (in addition to any other relief to which the prevailing party may be asserted by notice entitled), and the arbitrator shall determine how the fees of each arbitrator and the administrative fee of the American Arbitration Association shall be paid, in accordance with what the arbitrator deems just and equitable under the circumstances. The arbitrator shall set a time period and establish procedures designed to reduce the cost and time for discovery while allowing the Indemnitor and the Indemnified Party a reasonable opportunity, adequate in the reasonable judgment of the arbitrator to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the Party from whom indemnification same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any Claim Notice shall be final, binding and conclusive upon the Parties; provided that the arbitrator shall follow the terms and conditions of this Agreement in connection with any such decision. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. All payments required by the arbitrator shall be made within thirty (30) days after the decision of the arbitrator is soughtrendered. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Notwithstanding anything to the contrary in this Section 9.7, the terms of Sections 5.2 and 5.3 of the Escrow Agreement shall govern with respect to an unresolved claim in connection with a Claim Notice pursuant to which a claim is made solely against the Escrow Fund.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened In the event that may give rise a Buyer Indemnified Party wishes to a make an indemnification claim for indemnification under this Article 8, such Buyer Indemnified Party shall provide written notice of such claim (an “Indemnification ClaimNotice”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify Escrow Agent and the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified PartyStockholder Representative, except to the extent that such indemnification claim will be recovered solely from the defense Escrow Cash in the Escrow Account, and to the Stockholder Representative and all Company Indemnifying Parties, to the extent that such indemnification claim will be recovered directly from any Company Indemnified Parties. In the event that a Company Indemnified Party wishes to make an indemnification claim under this Article 8, such Company Indemnified Party shall provide an Indemnification Notice to Parent and Buyer. Any such Indemnification Notice shall, to the extent practicable, set forth in reasonable detail the basis for the indemnification claim and a good faith determination of the estimated amount of the indemnification claim. No recovery in respect of any such indemnification claim shall be permitted unless and until the validity of such Action indemnification claim is materially and irrevocably prejudiced finally resolved, either by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense mutual agreement of the Indemnification Claim with counsel parties or by a court of competent jurisdiction. In the event that a Buyer Indemnified Party is entitled to recover Losses hereunder as a result of the Indemnitor’s choice reasonably satisfactory final resolution of the validity of an indemnification claim, such Buyer Indemnified Party and the Stockholder Representative shall provide written notice (a “Resolved Claim Notice”) of such recovery to the Escrow Agent if and to the extent that such indemnification claim will be satisfied and paid with Escrow Cash. Within five (5) calendar days after receipt of a Resolved Claim Notice, the Escrow Agent shall deliver to the applicable Buyer Indemnified Party; providedParties an amount of Escrow Cash equal to the amount of such recovery, however, that the Indemnitor will not approve and each Company Indemnifying Party shall be deemed to have contributed its Pro Rata Share of the entry of any judgment or enter into any settlement with respect to amounts set forth in the Indemnification Resolved Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect Notice to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partypayment. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify Seller (the “Indemnifying Party”) and (ii) deliver to the IndemnitorIndemnifying Party a written notice (the “Claim Notice”) (A) describing in reasonable detail the 55 33067829.14 nature of the Action, to the extent then known by such Indemnified Party, (B) including, subject to any restrictions under Law, a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s estimate of the amount of Losses that may arise from such Action (if known and quantifiable by the Indemnified Party), and (D) describing the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor Indemnifying Party in accordance with this Section 8.4(a) will not relieve the Indemnitor Indemnifying Party of any Liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially prejudiced by the Indemnified Party’s failure to give such Claim Notice. (b) Within thirty (30) days after receipt of an Indemnification Claim, the Indemnifying Party may, upon written notice to the Indemnified Party, assume control of the defense of such Third Party Claim. The Indemnifying Party (at the Indemnifying Party’s sole expense) may elect to assume and thereafter conduct the defense of any Action subject to any such Indemnification Claim with nationally recognized counsel of the Indemnifying Party’s choice, which counsel shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party is controlling the defense of any Action in accordance with this Section 8.4(b), the Indemnified Party shall nonetheless have the right to employ counsel separate from the counsel employed by the Indemnifying Party in the defense of such Action and to participate in such defense, at the Indemnified Party’s sole cost and expense; provided that the documented and reasonable costs and expenses of one counsel and local counsel, to the extent necessary, shall be reimbursed reasonably promptly by the Indemnifying Party to the extent that such Indemnified Party has been advised by outside counsel that such Action involves a claim which would be reasonably likely to present a conflict of interest between the Indemnifying Party and the Indemnified Party. Notwithstanding the forgoing, the Indemnifying Party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party to the extent that (A) the Action relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (B) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such Action could be detrimental to or injure the reputation or future business prospects of the Indemnified Party (including, with respect to Purchaser, the Business); (C) the Action seeks an injunction or equitable relief against the Indemnified Party; (D) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (E) upon petition by the Indemnified Party an appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; or (F) the Action relates to or arises in connection with a Material Contract. (c) If the Indemnified Party gives the Indemnifying Party a Claim Notice and the Indemnifying Party does not, within thirty (30) days after such Claim Notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of, and consent to the entry of any judgment or enter into any settlement with respect to, such Action; provided, however, that the Indemnified Party may not agree to the entry of any judgment or enter into any settlement or compromise with respect to such 56 33067829.14 Action without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (d) The Indemnifying Party shall the have right to settle or compromise any such Action, and each Indemnified Party shall reasonably cooperate with the conduct of such defense by the Indemnifying Party and/or the settlement of such Action by the Indemnifying Party (at the Indemnifying Party’s sole cost and expense); provided, however, that the Indemnifying Party may not approve of the entry of any judgment or enter into any settlement or compromise with respect to such Action without the Indemnified Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed) if pursuant to or as a result of such judgment, settlement or compromise, injunctive or other equitable relief will be imposed against the Indemnified Party or if such judgment, settlement or compromise does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Action, without prejudice. (e) At the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent legally permissible and reasonably related to the matters to which the applicable Indemnification Claim relates, except in the case of a dispute between the Indemnifying and Indemnified Parties related to such Indemnification Claim. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. (f) If Seller is required to indemnify any Indemnified Party pursuant to this ARTICLE 8 (subject to the limitations set forth in Section 8.3), then Seller promptly, within five (5) Business Days, pay to such Indemnified Party by wire transfer of immediately available funds to the account(s) designated by Purchaser the amount of such indemnifiable Losses. (g) In the event of any claim in respect of indemnifiable Losses that do not arise from an Action (a “Direct Claim”), the Indemnified Party shall promptly (i) notify the Indemnifying Party and (ii) deliver to the Indemnifying Party a written notice (the “Direct Claim Notice”) (A) describing in reasonable detail the nature of the Direct Claim, (B) including the Indemnified Party’s estimate (to the extent known or reasonably quantifiable) of the amount of Losses that may arise from such Direct Claim, and (C) describing the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify an Indemnifying Party in accordance with this Section 8.4(g) will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action claim is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such noticeDirect Claim Notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense The Indemnifying Party shall have thirty (30) days after its receipt of the Indemnification Direct Claim Notice to respond in writing to such Direct Claim (the “Response Period”). During the Response Period, the Indemnified Party will cooperate in good faith with counsel and assist the Indemnifying Party and its representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and to determine whether and to what extent any amount is payable in respect of the Indemnitor’s choice reasonably satisfactory Direct Claim, and the Indemnified Party shall give such information and assistance (including access to the Indemnified Party; provided’s premises and personnel and the right to examine and copy any accounts, however, that documents or records) as 57 33067829.14 the Indemnitor will not approve Indemnifying Party or any of the entry its representatives may reasonably request in order to complete such investigation and make such determination as to whether any amount is indemnifiable in respect of any judgment or enter into any settlement with respect to the Indemnification such Direct Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party as soon as reasonably deems appropriatepracticable. If the Indemnifying Party does not so respond within Response Period, the Indemnifying Party shall be deemed to have accepted such claim, in which case, the Indemnifying Party shall promptly, within five (5) Business Days, pay to such Indemnified Party gives an Indemnitor notice by wire transfer of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice immediately available funds to the account(s) designated by such Indemnified Party of its election to assume the defense amount of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partyindemnifiable Losses. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume assume, and thereafter conduct conduct, the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.. Asset Purchase Agreement — Radical/Immediatek

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to a the limitations set forth in this Article VIII, if an Indemnified Party wishes to make an indemnification claim for indemnification under this Article VIII (each an “Indemnification Claim”) by any person entitled to indemnification under this Agreement ), such Indemnified Party shall deliver a written notice (each, an “Indemnified PartyIndemnification Claim Notice”) against any person obligated to indemnify the Indemnifying Party (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain, Losses, and (ii) specifying in reasonable detail the amount of such Losses (if known, or a non-binding, reasonable estimate thereof if the actual amount is not known or not capable of reasonable calculation) and the specific facts and circumstances, in reasonable detail to the extent known, relating to such Losses. The Indemnified Parties may update an Indemnification Claim Notice from time to time to reflect any change in circumstances following the date an Indemnification Claim Notice was initially delivered. If an Indemnification Claim under this Article VIII may be brought under different or multiple sections, clauses or sub-clauses of Section 8.2 (or with respect to different or multiple representations, warrants or covenants in this Agreement or any Related Agreement), then the Indemnified Parties shall have the right to bring such Indemnification Claim under any such section, clause, subclause, representation, warranty or covenant (each a “Subject Provision”) that it chooses and the Indemnified Parties will not be precluded from seeking indemnification under any Subject Provision by virtue of the Indemnified Parties not being entitled to seek indemnification under any other Subject Provision. (b) If the Indemnifying Party does not object in writing within the thirty (30) day period after receipt of an Indemnification Claim Notice (the “Indemnification Objection Period”) by delivery of a written notice of objection, containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “IndemnitorIndemnification Claim Objection Notice”), then such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party will promptly give notice is entitled, subject to the Indemnitorother terms and conditions of this Article VIII, to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. (c) In the event that the applicable Indemnifying Party delivers an Indemnification Claim Objection Notice in accordance with Section 8.5(b) prior to the expiration of the Indemnification Objection Period, the applicable Indemnifying Party and Indemnified Parties shall attempt in good faith to resolve such claims. Failure to notify If the Indemnitor will not relieve Indemnifying Party and Indemnified Parties should so agree on a resolution, a memorandum setting forth such agreement shall be prepared and signed by both parties and, if applicable, the Indemnitor Indemnifying Party shall, within ten (10) Business Days following the date of any liability that it may have such memorandum, pay to the Indemnified Parties the amount agreed to be paid in such memorandum. (d) If the Seller is the Indemnifying Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim will be paid in accordance with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Partyrecourse provisions set forth in Section 1.4(c); provided, however, that notwithstanding anything to the Indemnitor will not approve of the entry of contrary in this Agreement, any judgment or enter into any settlement Seller liability with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and that arises from (A) any Pre-Closing Leakage Amount not reflected in the Indemnitor does notFinal Pre-Closing Leakage Amount, within ten (10B) days after such notice is givenfraud, give notice (C) Pre-Closing Taxes or (D) breach or failure to be true of, or inaccuracy in, any Fundamental Representation, then subject to the Indemnified Party other terms of its election to assume this Article VIII, the defense remaining amount of such Indemnification Claim and thereafter (taking into account all previous amounts actually recovered in accordance with Section 1.4(c) (but for the avoidance of doubt, not taking into account any contingent future recovery against any then-indeterminate Earn-Outs Payments)) shall be paid promptly assume such defense, then after the Indemnitor will be bound by any judicial determination made resolution thereof (whether pursuant to Section 8.5(b) or in accordance with respect Section 10.9) to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected Buyer by the Indemnified PartySeller. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that A Parent Indemnified Party may give rise to make a claim for indemnification under Section 10.2 by delivering a written notice to Seller, as the agent for the Company Shareholders (an “Indemnification ClaimClaim Notice”), and to the Escrow Agent in the event that any Escrow Fund then exists, (i) by any person entitled stating that a Parent Indemnified Party has paid, sustained, suffered, incurred or accrued Losses, or reasonably anticipates that it will pay, sustain, suffer, incur or accrue Losses, (ii) specifying in reasonable detail the individual items of Loss included in the amount so stated, the date each such item of Loss was paid, sustained, suffered, incurred or accrued, or the basis for such reasonably anticipated Loss(es), (iii) containing a brief description in reasonable detail (to the extent available to the applicable Parent Indemnified Party) of the facts, circumstances or events giving rise to each such item of Loss based on such Parent Indemnified Party’s good faith belief thereof, and (iv) stating the basis for such Parent Indemnified Party’s right to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then in respect of each such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor item of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyLoss. (b) A If Seller shall fail to object in writing pursuant to Section 10.5(c) to any individual item of Loss set forth in an Indemnification Claim Notice within thirty (30) calendar days after his receipt of such Indemnification Claim Notice, the Company Shareholders shall be conclusively and irrevocably deemed to have acknowledged and consented (i) to recovery by the applicable Parent Indemnified Party of the full amount of such item of Loss, and (ii) if and to the extent necessary, and without further notice, to have stipulated to the entry of a final judgment for damages against the Company Shareholders for such item of Loss in any court having competent jurisdiction over the matter. (c) In the event that Seller shall object (and seek to contest) any individual item of Loss set forth in an Indemnification Claim Notice, Seller shall notify the applicable Parent Indemnified Party (and the Escrow Agent in the event that any Escrow Fund then exists) in writing, within thirty (30) calendar days after receipt of such Indemnification Claim Notice, of Seller’s objection, which notice shall set forth a brief description in reasonable detail of his basis for objecting to such item of Loss based on his good faith belief thereof. Upon the applicable Parent Indemnified Party’s receipt of a written notice of objection from Seller pursuant to the preceding sentence, the applicable Parent Indemnified Party and Seller shall attempt in good faith to agree upon the rights of the respective parties with respect to such disputed item of Loss. If the applicable Parent Indemnified Party and Seller shall reach such an agreement, a memorandum setting forth the agreement reached by the parties with respect to such disputed item of Loss shall be prepared promptly and signed by both parties (and the Escrow Agent if Parent Indemnified Party elects to recover Escrow Funds in respect of such claim). (d) If within sixty (60) days after Parent Indemnified Party’s receipt of Seller’s written objection to an Indemnification Claim Notice delivered in accordance with Section 10.5(c), and after good faith negotiations with the applicable Parent Indemnified Party, such parties are unable to agree on the rights of the respective parties with respect to any disputed item of Loss set forth in such Indemnification Claim Notice, either the applicable Parent Indemnified Party or Seller may bring suit in the courts of the State of Colorado and the federal courts of the United States of America, in each case, located within the county of Denver or Broomfield in the State of Colorado to resolve the contested item of Loss and the parties’ rights in respect thereof. The decision of the trial court as to the validity and amount of any claim for in such Indemnification Claim Notice shall be non-appealable, binding and conclusive upon such parties. Judgment upon any matter not involving a third party award rendered by the trial court may be asserted by notice to the Party from whom indemnification is soughtentered in any court having competent jurisdiction.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that in which any Indemnitee is a party which may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), Indemnitor then such Indemnified Party will Indemnitee shall promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified PartyIndemnitee, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified PartyIndemnitee’s failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim, other than a Indemnification Claim related to Taxes, with counsel of its choice reasonably satisfactory to the Indemnitee if (i) within 15 days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnitee in writing that the Indemnitor will indemnify the Indemnitee from and against the entirety of any Damages the Indemnitee may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) the Indemnitor provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the Indemnification Claim and thereafter conduct pay, in cash, all Damages the Indemnitee may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnitee likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnitee, and (v) the Indemnitor continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with Section 7.4(b), (i) the Indemnified Party; providedIndemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnitee will not approve of consent to the entry of any judgment or enter into any settlement Order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval consent of the Indemnitor (which must not to be withheld unreasonably). Until an , and (iii) the Indemnitor assumes will not consent to the defense entry of the Indemnification Claim, the Indemnified Party may defend against any Order with respect to the Indemnification Claim without the prior written consent of the Indemnitee (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an Indemnitee to withhold its consent (A) with respect to any finding of or admission (1) of any violation of any Law, Order or Permit, (2) of any violation of the rights of any Person, or (3) which Indemnitee reasonably believes could have a material adverse effect on any other Actions to which the Indemnitee or its Affiliates are party or to which Indemnitee has a good faith belief they may become party, or (B) if any portion of such Order would not remain sealed). (d) Each Party hereby consents to the non-exclusive jurisdiction of any Governmental Authority in which an Action is brought against any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice Indemnitee for purposes of an any Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made that an Indemnitee may have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of the matters alleged therein, and agrees that process may be served on such Indemnification Claim effected by the Indemnified PartyParty with respect to such claim within such jurisdiction. (be) A claim for The foregoing indemnification provisions are in addition to, and not in derogation of, any matter not involving a third party remedy at Law or in equity that any Party may be asserted by notice have with respect to the Party from whom indemnification is soughtTransactions.

Indemnification Claim Procedures. (a) If Upon receipt of any notice of an Action is commenced or threatened that may give rise to an Indemnification Claim by a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify or cause to be notified the Indemnitor and (ii) deliver or cause to be delivered to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Action and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give or cause to be given such notice. notice or (2) the Indemnified Party fails to notify or cause to be notified the Indemnitor of such Indemnification Claim in accordance with this Section 11.3(a) prior to the Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will shall not approve of agree to the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and not thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Action without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed) and (B) the Indemnitor may thereafter assume at any time the defense of such Action. To the extent the defense of any Action subject to any Indemnification Claim or any compromise or settlement is assumed by the Seller as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of, and any payment in respect of, any Action, including any settlement thereof, shall be paid from the Indemnification Escrow Funds and Acquiror and the Seller shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse such portion of the Indemnification Escrow Funds as is reasonably requested in writing by the Seller to pay such costs and expenses or other amounts; provided, however, that no amounts will be payable from the Indemnification Escrow Funds, unless the Indemnified Party is actually entitled to indemnification hereunder. (c) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim effected by relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that in which any Indemnitee is a party which may give rise to a claim for indemnification against any Indemnitor pursuant to this Section 6 (an “"Indemnification Claim”") by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party Indemnitee will promptly give notice to the Indemnitor. Failure to promptly notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified PartyIndemnitee, except to the extent that the Indemnitor shall have suffered actual Damages by reason of such failure. (b) The Indemnitor shall have the right to undertake, by counsel or other representatives reasonably satisfactory to the Indemnitee, the defense of such Action is materially Indemnification Claim at the Indemnitor's risk and irrevocably prejudiced expense. (c) In the event that the Indemnitor shall elect not to undertake such defense, or within a reasonable time after notice of any such Indemnification Claim from the Indemnitee shall fail to defend, the Indemnitee (upon further written notice to the Indemnitor) shall have the right to undertake the defense, compromise or settlement of such Indemnification Claim, by counsel or other representatives of its own choosing, on behalf of and for the Indemnified Party’s failure account and risk of the Indemnitor (subject to give the right of the Indemnitor to assume defense of such notice. An Indemnitor may elect Indemnification Claim at any time prior to assume and thereafter conduct the defense of the Indemnification Claim settlement, compromise or final determination thereof with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; providedIndemnitee). In such event, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect shall pay to the Indemnitee, in addition to the other sums required to be paid hereunder, the costs 26 and expenses incurred by the Indemnitee in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 6.4 to the contrary notwithstanding, if there is a reasonable probability that an Indemnification Claim without may materially and adversely affect the Indemnified Party’s prior written approval Indemnitee, (which must not be withheld unreasonably). Until an Indemnitor assumes i) the defense Indemnitee shall have the right, at its own cost and expense, to participate in the defense, compromise or settlement of the Indemnification Claim, (ii) the Indemnified Party may defend against Indemnitor shall not, without the Indemnitee's written consent, settle or compromise any Indemnification Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a release from all liability in respect of such Indemnification Claim in form and substance satisfactory to the Indemnitee, (iii) in the event that the Indemnitor undertakes defense of any manner Indemnification Claim, the Indemnified Party reasonably deems appropriate. If Indemnitee, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the Indemnified Party gives an right to consult with the Indemnitor notice of an and its counsel or other representatives concerning such Indemnification Claim and the Indemnitor does notand the Indemnitee and their respective counsel or other representatives shall cooperate with respect to such Indemnification Claim, within ten and (10iv) days after such notice is givenin the event that the Indemnitor undertakes defense of any Indemnification Claim, give notice the Indemnitor shall have an obligation to keep the Indemnified Party Indemnitee informed of its election to assume the status of the defense of such Indemnification Claim and thereafter promptly assume such defenseto furnish the Indemnitee with all documents, then instruments and information that the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyIndemnitee shall reasonably request in connection therewith. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened by any Person that is not a party hereto or an Affiliate of a party hereto (a “Third Party Action”) that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement pursuant to Section ‎8.2 (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give after it becomes aware of such Third Party Action (except that no such notice shall be required in connection with any Existing Litigation) (but in no event later than ten Business Days thereafter (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice accompanied by a statement from an officer of the Indemnified Party (A) describing in reasonable detail the nature of the Action to the extent known (including specifying with reasonable particularity the underlying facts actually known or in good faith believed by the affiant sufficient to establish, as of the date of such statement, the basis for the Third Party Action), (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s estimate of the amount of Damages that may arise from such Action (if capable of being estimated at such time), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Thereafter, the Indemnified Party shall deliver to the Indemnitor, as soon as reasonably practicable but not later than five Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Action. Failure by the Indemnified Party to notify provide notification to the Indemnitor in accordance with this Section ‎8.3(a) will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except (and then only to the extent extent) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An . (b) Except as otherwise set forth in Section ‎8.3(e) with respect to any Existing Litigation, an Indemnitor shall be entitled to participate in the defense of (but not control) any Third Party Action, and, if it so chooses, may elect at any time to assume and thereafter conduct and control the defense of the and any Third Party Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriatechoice. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim a Third Party Action and the Indemnitor does not, within ten (10) 15 days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of such the Action, including an acknowledgement in writing of the Indemnitor’s indemnification obligations to the Indemnified Party with respect to any Indemnification Claim related to such Action (subject to the limitations set forth in Section ‎8.4) and (ii) thereafter promptly assume and use commercially reasonable efforts to pursue such defense, then the Indemnified Party may conduct the defense of such Action at the expense of the Indemnitor will be bound by any judicial determination made (subject to the Indemnitor’s right to later assume control of such Third Party Action if it otherwise satisfies the applicable criteria hereunder). Notwithstanding anything to the contrary (except as set forth in Section ‎8.3(e) with respect to any Existing Litigation), the Indemnitor shall not be entitled to assume the defense of any Third Party Action (A) in which the aggregate amount of Damages reasonably expected to be incurred in connection with such Indemnification Claim Third Party Action exceeds by 100% or more the amount by which the Indemnitor would be liable to the Indemnified Party after giving effect to the Cap, if applicable, (B) where such Third Party Action involves criminal or quasi-criminal allegations, or (C) where such Third Party Action seeks an injunctive or other non-monetary relief that would have a significant impact on the Business. If the Indemnitor shall assume the defense of any compromise Third Party Action, (x) the Indemnitor shall not be liable to the Indemnified Party for legal or settlement other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, and (y) the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim effected (but not control such defense); provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnitor if (1) so requested by the Indemnitor to participate or (2) based on the good-faith written advice of counsel to the Indemnified Party, a conflict exists between the Indemnified Party and the Indemnitor that would make such separate representation advisable; provided, further, that the Indemnitor shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Indemnification Claim. (bc) A claim Except as otherwise set forth in Section ‎8.3(e) with respect to any Existing Litigation, the party controlling the defense of a particular Third Party Action (the Indemnified Party or the Indemnitor, as applicable), shall keep the other party informed of all material developments and events relating to such Third Party Action, and each of the Indemnified Party and the Indemnitor shall cooperate reasonably with the conduct of such defense by the controlling party (but, for the avoidance of doubt, shall not be required to make or participate in any claims, counterclaims or cross complaints against any Person in connection with such Action), and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (d) Except as otherwise set forth in Section ‎8.3(e) with respect to any Existing Litigation, neither the Indemnitor nor the Indemnified Party will approve the entry of any judgment or enter into any settlement or compromise with respect to any Third Party Action without the prior written approval of the counterparty (the Indemnified Party or the Indemnitor, as applicable) (which must not be unreasonably conditioned, withheld, delayed or denied (except in the case of a settlement or compromise for non-monetary restrictions on the freedom of the Indemnified Party or any of its Affiliates to operate, in which case such approval may be withheld at the Indemnified Party’s sole discretion)), unless (x) the terms of such settlement provide for a complete release of the claims that are the subject of such Action in favor of the counterparty, (y) there is no finding or admission of any violation of any Law or the rights of any other Person by any counterparty and (z) the sole relief is monetary Damages that shall be paid in full by Persons other than the counterparty or its Affiliates. (e) Notwithstanding anything herein to the contrary, the provisions of Sections ‎8.3(b), ‎8.3(c) and ‎8.3(d) shall be inapplicable to any Existing Litigation and NCH and its Affiliates shall (i) have the unrestricted right to control, and hereby assume the defense of, all Existing Litigation, (ii) have no duty to keep Buyer apprised of, or allow Buyer to participate in the defense of, such Existing Litigation, and (iii) not require the consent of Buyer to approve the entry of any judgment or enter into any settlement or compromise with respect to any Existing Litigation, except, in the case of the foregoing clauses (ii) and (iii), if Buyer or one of its Affiliates is named in such Existing Litigation in connection with or following the Transactions, in which case the applicable provisions of Sections ‎8.3(b), ‎8.3(c) and ‎8.3(d) shall control over the foregoing clauses (ii) and (iii). (f) If any Indemnified Party becomes aware of any circumstances that give rise to an Indemnification Claim for any matter not involving a third party may be asserted by notice Third Party Action, then such Indemnified Party shall promptly after it becomes aware of the basis for such claim (but in no event later than 15 Days thereafter) (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice accompanied by a statement from an officer of the Indemnified Party (A) describing in reasonable detail the nature of the Indemnification Claim to the extent known (including specifying with reasonable particularity the underlying facts actually known or in good faith believed by the affiant to exist sufficient to establish, as of the date of such affidavit, the basis for the Indemnification Claim), (B) including the Indemnified Party’s reasonable estimate of the amount of Damages that may arise from whom such circumstances (if capable of being estimated at such time), and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure by the Indemnified Party to provide notification to the Indemnitor in accordance with this Section 8.3(f) will not relieve the Indemnitor of any Liability that it may have to the Indemnified Party, except (and then only to the extent) the defense of such Action is soughtmaterially prejudiced by the Indemnified Party’s failure to give such notice. Following the receipt of such notice in accordance with this Section ‎8.3(f), the Indemnitor shall have 30 days from the date it receives such notice (the “Dispute Period”) to make such investigation of the claim as the Indemnitor deems necessary or desirable. If the Indemnitor disagrees with the validity or amount of all or a portion of such claim made by the Indemnified Party, the Indemnitor shall deliver to the Indemnified Party written notice thereof (the “Dispute Notice”) prior to the expiration of the Dispute Period. If no Dispute Notice is received by the Indemnified Party within the Dispute Period or the Indemnitor provides notice that it does not have a dispute with respect to such claim, such claim shall be deemed approved and consented to by the Indemnitor (such claim, an “Approved Indemnification Claim”). If a Dispute Notice is received by the Indemnified Party within the Dispute Period and the Indemnified Party and the Indemnitor do not agree to the validity and/or amount of such disputed claim, no payment shall be made until such disputed claim is resolved, whether by adjudication of such matter, agreement between the Indemnified Party and the Indemnitor, or otherwise (and upon any such resolution, such claim shall be deemed to be an Approved Indemnification Claim). (g) At the reasonable request of the Indemnitor in connection with any Indemnification Claim for matters involving a Third Party Action (including any Existing Litigation), each Indemnified Party shall grant the Indemnitor and its Representatives reasonable access to the books and records, employees and properties of such Indemnified Party (except for any information that is subject to attorney-client privilege or the disclosure of which is prohibited by Law or agreement) to the extent reasonably related to the matters to which the applicable Indemnification Claim relates and solely to the extent necessary to, and for the purpose of, defending such Indemnification Claim. All such access shall be granted during normal business hours and shall be granted under conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party; provided that (i) such access shall be at the Indemnitor’s sole cost and expense and (ii) the Indemnitor shall not be permitted to perform any environmental sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions.

Indemnification Claim Procedures. (a) If Upon receipt of any notice of an Action is commenced or threatened that may give rise to an Indemnification Claim by a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify or cause to be notified the Indemnitor and (ii) deliver or cause to be delivered to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Action and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give or cause to be given such notice. notice or (2) the Indemnified Party fails to notify or cause to be notified the Indemnitor of such Indemnification Claim in accordance with this Section 11.3(a) prior to the Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will shall not approve of agree to the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and not thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Action without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed) and (B) the Indemnitor may thereafter assume at any time the defense of such Action. To the extent the defense of any Action subject to any Indemnification Claim or any compromise or settlement is assumed by the Seller as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of, and any payment in respect of, any Action, including any settlement thereof, shall be paid from the Indemnification Escrow Funds and Acquiror and the Seller shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse such portion of the Indemnification Escrow Funds as is reasonably requested in writing by the Seller to pay such costs and expenses or other amounts; provided, however, that no amounts will be payable from the Indemnification Escrow Funds, unless the Indemnified Party is actually entitled to indemnification hereunder. (c) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim effected by relates . All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) to the Stockholder Representative (with a copy to the Escrow Agent) (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. Following the delivery of an Indemnification Claim Notice, Parent shall provide the Stockholder Representative and its representatives and agents with such documents and records of the Second Merger Surviving Entity and its Subsidiaries as they may reasonably require, and reasonable access to such personnel or representatives of the Second Merger Surviving Entity (including but not limited to the individuals responsible for the matters that are subject of the Indemnification Claim Notice) as they may reasonably require, for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Indemnification Claim Notice. (b) In the event of the assertion or commencement by any person entitled Person (other than a party to indemnification under this Agreement Agreement) of any Action with respect to which the Indemnifying Parties may become obligated to indemnify any Indemnified Party pursuant to this Article VII (each, an a “Indemnified Party”) against any person obligated to indemnify an Indemnified Third Party (an “IndemnitorAction”), then such Indemnified Party will promptly give notice the Stockholder Representative shall (on behalf of the Indemnifying Parties) have the right to participate in (at the Indemnitor. Failure expense of the Indemnifying Parties), but not to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Partydetermine, except to the extent control or conduct, the defense of such Action is materially Third Party Action. In the event that the Stockholder Representative has affirmatively consented in writing to the settlement of a Third Party Action, the Indemnifying Parties shall have no power or authority to object to the recovery by Parent of the amount of such settlement pursuant to this Article VII. In the event that the Stockholder Representative does not consent to any such settlement, and irrevocably prejudiced by the Indemnified PartyParties wish to seek indemnification hereunder in respect of such Third Party Action, then the Indemnified Parties shall make such indemnification claims pursuant to the procedures set forth in this Article VII. A party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct settlement of a Third Party Action without the defense consent of the Indemnification Claim with counsel Stockholder Representative shall not be used as evidence of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve truth of the entry allegations in any Third Party Action or the merits of such Third Party Action and the existence of any judgment Third Party Action shall not create a presumption of any breach by a party to this Agreement of any of its representations, warranties or enter into any settlement with respect to covenants set forth in this Agreement. (c) If the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense Stockholder Representative on behalf of the Indemnification Claim, Indemnifying Parties shall not object in writing within the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice forty-five (45) day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the Indemnitor does notapplicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event and subject to Section 7.4(i), the Escrow Agent shall promptly release from the Escrow Fund a portion of the Escrow Amount equal to the Losses set forth in such Indemnification Claim Notice. (d) In the event that the Stockholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(c) within forty-five (45) days after delivery of such Indemnification Claim Notice, the Stockholder Representative (on behalf of the Indemnifying Parties) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to be recovered from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall, subject to Section 7.4(i), promptly release from the Escrow Fund the portion of the Escrow Amount set forth in such memorandum. Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to an Indemnified Party in accordance with such memorandum and this Agreement (including the limitations set forth in this Article VII), then each Indemnifying Party shall, within ten (10) days after Business Days following the date of such notice is givenmemorandum, give notice pay to the Indemnified Party such Indemnifying Party’s pro rata portion of its election such shortfall as though such shortfall was an Excess Loss. (e) If no such agreement can be reached after good faith negotiation and prior to assume forty-five (45) days after delivery of an Indemnification Claim Objection Notice, either Parent or the defense Stockholder Representative may demand arbitration of the matter unless the amount of the Loss that is at issue is the subject of a pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration, and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative. In the event that, within thirty (30) days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such thirty (30) day period, Parent and the Stockholder Representative shall each select one independent arbitrator. The two arbitrators so selected shall select a third independent arbitrator. (f) Any such arbitration shall be held in Santa Xxxxx County, California, under the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS”). The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid (in the case of the Stockholder Representative, solely on behalf of the Indemnifying Parties), including the respective expenses of each party, the fees of each arbitrator and the administrative fee of JAMS. The arbitrator or arbitrators, as the case may be, shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator, or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Indemnification Claim Notice shall be final, binding, and thereafter promptly assume conclusive upon the parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s), and the Escrow Agent shall be entitled to rely on, and make distributions from the Escrow Fund in accordance with, the terms of such defenseaward, then judgment, decree or order as applicable. Within thirty (30) days of a decision of the Indemnitor will be bound arbitrator(s) requiring payment by any judicial determination made with respect Parent to the Indemnifying Parties or by the Indemnifying Parties to Parent, such person(s) shall make the payment to such Indemnification Claim other person(s), including any distributions out of the Escrow Fund, as applicable. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute among the Indemnifying Parties or any compromise or settlement of such Indemnification Claim effected by Indemnifying Party and the Indemnified PartyParties under this Article VII, whether relating to claims to recover funds from the Escrow Fund or to the other indemnification obligations set forth in this Article VII. (bg) A claim for any matter not involving a third party may be asserted by notice Notwithstanding anything to the contrary herein, at any time from time to time that any amounts shall be required to be disbursed from the Escrow Fund, Parent and the Stockholder Representative shall promptly and in any event within five (5) Business Days deliver to the Escrow Agent a memorandum setting forth such amounts, which shall be prepared and signed by both parties and shall set forth the portion of the Escrow Amount to be disbursed from the Escrow Fund with appropriate wiring and disbursement instructions with respect thereto. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release from the Escrow Fund the portion of the Escrow Amount set forth in such memorandum. (h) On the second (2nd) Business Day following the twelve (12) month anniversary of the Closing Date, Parent and the Stockholder Representative shall cause the Escrow Agent to (i) retain an amount equal to (A) the aggregate amount of any claims for indemnification asserted in good faith in an Indemnification Claim Notice delivered in accordance with Section 7.4 prior to the twelve (12) month anniversary of the Closing Date but which are not yet resolved plus (B) one-third of the Escrow Amount and (ii) release any remaining Escrow Amount net of such retained amounts to the Exchange Agent for further distribution to the Stockholders in accordance with Section 1.6(b). (i) On the second (2nd) Business Day following the Expiration Date, Parent and the Stockholder Representative shall cause the Escrow Agent to (i) retain an amount equal to the amount of any claims for indemnification asserted in good faith in an Indemnification Claim Notice delivered in accordance with Section 7.4 prior to the termination of the Expiration Period but which are not yet resolved (each such claim, an “Unresolved Claim”) and (ii) release any remaining Escrow Amount net of such Unresolved Claims to the Exchange Agent for further distribution to the Stockholders in accordance with Section 1.6(b). (j) The amount of the Escrow Amount retained for each Unresolved Claim shall be released (to the extent such funds are not utilized to indemnify any Indemnified Party from whom indemnification is soughtfor such Unresolved Claim in accordance with the terms of this Agreement) by the Escrow Agent to the Exchange Agent in accordance with the prior sentence up on the resolution of such Unresolved Claim in accordance with this Article VII.

Indemnification Claim Procedures. (a) If With respect to Third Party Claims, if any Action is commenced or threatened a Third Party Claim is asserted in writing, in each case that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give written notice to the IndemnitorIndemnitor of such matter. Such notice shall include all relevant information respecting such Third Party Claim that is in the possession of the Indemnified Party (including without limitation copies of any complaint or other process with respect to an Action commenced by a third party or if an Action has not been commenced, a copy of the writing of such third party asserting such Third Party Claim), a reasonable estimate of the amount of such Indemnification Claim, the method of computation of such estimate and a specific reference to the provision of this Agreement upon which such Indemnification Claim is based. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must shall not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement is solely for monetary compensation and provides for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed). To the extent the defense of any compromise or Action subject to any Indemnification Claim is assumed by Seller as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of such, and any payment in respect of, any settlement of such Indemnification Claim effected Action shall be paid from the Indemnity Escrow Funds, and Buyer and Seller shall instruct the Escrow Agent to disburse such portion of the Indemnity Escrow Funds as is reasonably requested in writing by the Indemnified PartySeller to pay such costs and expenses or other amounts. (b) A claim An Indemnification Claim for any matter not involving a third party Third Party Claim may be asserted by written notice to the Party from whom indemnification is sought; provided, however, that any Indemnification Claim in respect of any actual or alleged breach of representation, warranty, covenant or agreement contained herein must be asserted prior to the applicable Survival Expiration Date. Such notice shall include all relevant information respecting such Indemnification Claim that is in the possession of the Indemnified Party, the amount of such Indemnification Claim (if known), the method of computation of such amount and a specific reference to the provision of this Agreement upon which such Indemnification Claim is based.

Indemnification Claim Procedures. (a) If any Action action or proceeding is commenced or threatened that in which any Indemnitee is a party which may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), Indemnitor then such Indemnified Party will Indemnitee shall promptly give written notice to the Indemnitor. Failure to notify promptly (but in no event more than thirty (30) days) the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified PartyIndemnitee, except to the extent the defense of such Action action or proceeding is materially and irrevocably prejudiced by the Indemnified PartyIndemnitee’s failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim with counsel of its choice reasonably satisfactory to the Indemnitee if within thirty (30) days following the receipt of notice of the Indemnification Claim, the Indemnitor notifies the Indemnitee in writing that the Indemnitor will assume the defense of such Indemnification Claim. So long as the Indemnitor is conducting the defense of the Indemnification Claim, (i) the Indemnitee may elect retain separate co-counsel at any time to assume its sole cost and thereafter conduct expense and participate in the defense of the Indemnification Claim with counsel of and (ii) the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor Indemnitee will not approve of consent to the entry of any judgment or Order with respect to the Indemnification Claim without the prior written consent of the Indemnitor. The Indemnitor will not enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval consent of the Indemnitee (which must not to be withheld or delayed unreasonably). Until ) unless such settlement (A) requires solely the payment of money damages by the Indemnitor and (B) includes as an Indemnitor assumes unconditional term thereof the defense release by the claimant or the plaintiff of the Indemnitee and the Persons for whom the Indemnitee is acting from all liability in respect of the proceeding giving rise to the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened in which any Indemnified Party is a party that may give rise to a claim for indemnification against any Indemnitor under Sections 8.2 or 8.3 (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will must promptly give notice to the Indemnitor. Failure The failure to notify give such notice shall not affect whether an Indemnitor is liable for reimbursement hereunder unless such failure has resulted in the loss of material substantive rights with respect to the Indemnitor’s ability to defend such Indemnification Claim, and then only to the extent of such loss. The Indemnitor shall have the right to contest and defend against an Indemnification Claim. Notice of the intention to so contest and defend must be given by the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by Party within 20 business days after the Indemnified Party’s failure notice of such Indemnification Claim. Such contest and defense must be conducted by reputable attorneys employed by the Indemnitor and approved by the Indemnified Party (which approval shall not be unreasonably withheld or delayed). The Indemnified Party will be entitled, at its own cost and expense (which expense will not constitute Damages unless the Indemnified Party reasonably determines that the Indemnitor is not adequately representing or, because of a conflict of interest, may not adequately represent, the interests of the Indemnified Parties, and has provided the Indemnitor with notice of such determination, and then only to give the extent that such noticeexpenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. An If the Indemnified Party elects to participate in such defense, the Indemnified Party shall cooperate with the Indemnitor in the conduct of such defense. Neither the Indemnified Party nor the Indemnitor may elect at concede, settle or compromise any time Indemnification Claim without the consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if the Indemnitor fails to acknowledge in writing its obligation to provide indemnification in respect of such Indemnification Claim, to assume and thereafter conduct the defense of the Indemnification Claim thereof with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; providedParty or to diligently contest and defend such Indemnification Claim, howeverthen the Indemnified Party alone shall be entitled to contest, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the defend and settle such Indemnification Claim without in the first instance (in which case, all expenses incurred in connection therewith will constitute Damages) and, only if the Indemnified Party’s prior written approval (which must Party chooses not be withheld unreasonably). Until an Indemnitor assumes the defense of the to contest, defend or settle such Indemnification Claim, the Indemnified Party may Indemnitor shall then have the right to contest and defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10but not settle) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then at the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyIndemnitor’s expense. (b) A In the event any Indemnified Party has a claim for against any matter Indemnitor that does not involving involve an Indemnification Claim (i.e., a third party may be asserted by direct claim), the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Party from whom indemnification Indemnitor. The failure to give such notice shall not affect whether an Indemnitor is soughtliable for reimbursement unless such failure has resulted in the loss of substantive rights with respect to the Indemnitor’s ability to defend such claim, and then only to the extent of such loss.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Stockholder Representative (each, an “Indemnified Party”) against any person obligated to indemnify or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability has paid, incurred, suffered or sustained, or reasonably anticipates that it may have to pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the Indemnified Party, except to the extent the defense individual items of such Action Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such noticerelated. An Indemnitor Parent may elect at any update an Indemnification Claim Notice from time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory time to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of reflect any judgment or enter into any settlement new information discovered with respect to the claim set forth in such Indemnification Claim without Notice. (b) If the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense Stockholder Representative on behalf of the Indemnification Claim, Indemnifying Parties (or the Indemnified Indemnifying Party may defend against in the Indemnification Claim event that indemnification is being sought hereunder directly from such Indemnifying Party) shall not object in any manner writing within the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice thirty (30)-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice subject to the limitations set forth in Section 7.3. In such event, Parent and the Indemnitor does notStockholder Representative shall promptly execute and deliver joint written instructions to the Escrow Agent to release to the applicable Indemnified Party from the Indemnity Escrow Fund the amount of Losses set forth in such Indemnification Claim Notice. Only with respect to an indemnification claims made pursuant to Section 7.2(a)(iv), should the amount held in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the amount to be paid to an Indemnified Party by the Indemnifying Parties in accordance with the applicable Indemnification Claim Notice, then each Indemnifying Party shall, within ten (10) Business Days following the expiration date of the right of the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) to make an Indemnification Claim Objection Notice, pay to the Indemnified Party, such Indemnifying Parties’ Pro Rata Portion of such shortfall. (c) In the event that the Stockholder Representative (or in the event that indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b) within thirty (30) days after delivery of such notice is givenIndemnification Claim Notice, give notice the Stockholder Representative (or such objecting Indemnifying Party) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, subject to the limitations set forth in Section 7.3. In such event, Parent and the Stockholder Representative shall promptly execute and deliver joint written instructions to the Escrow Agent to release from the Indemnity Escrow Fund the amount of Losses set forth in such Indemnification Claim Notice. Should the amount held in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to an Indemnified Party in accordance with such memorandum and this Agreement, then each Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum, pay to the Indemnified Party of its election to assume the defense such Indemnifying Party’s Pro Rata Portion of such shortfall. (d) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, either Parent or the Stockholder Representative (or the objecting Indemnifying Party) may demand arbitration of the matter, unless the amount of the Loss that is at issue is the subject of a pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration, and thereafter promptly assume in either such defenseevent the matter shall be settled by arbitration conducted in San Francisco County, California, under the rules then in effect of the Indemnitor will be bound by any judicial determination made American Arbitration Association. Subject to Section 7.5 with respect to Third Party Claims, the arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any claim shall be final, conclusive and binding upon the parties to this Agreement and the Indemnifying Parties, subject to the limitations set forth in Section 7.3. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator, and the Escrow Agent shall be entitled to rely on, and make distributions from the Indemnity Escrow Fund in accordance with, the terms of such award, judgment, decree or order as applicable. In such event, following written receipt of the arbitrator’s decision, Parent and the Stockholder Representative shall promptly execute and deliver joint written instructions to the Escrow Agent to release from the Indemnity Escrow Fund to the Indemnifying Parties the amount of Losses determined indemnifiable by the arbitrator. Should the amount held in the Indemnity Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to an Indemnified Party in accordance with such decision and this Agreement, then each Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum, pay to the Indemnified Party such Indemnifying Party’s Pro Rata Portion of such shortfall subject to the limitations set forth in Section 7.3. From and after the time that an Indemnification Claim or any compromise or settlement of Notice is received and until such Indemnification Claim effected by claim is finally resolved, the Indemnified Party, the Indemnifying Party, Parent, the Surviving LLC, and the Stockholder Representative shall cooperate in good faith. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action Person receives notice that any action, suit, arbitration, mediation, investigation or similar proceeding is commenced or threatened that may give rise to a claim for indemnification (an “"Indemnification Claim”") by any person Person entitled to indemnification under this Agreement (each, an “"Indemnified Party”") against any person Person obligated to indemnify an Indemnified Party (an “"Indemnitor”"), then such Indemnified Party will shall promptly give written notice to the Indemnitor. Failure Such notice shall describe the Indemnification Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party. In the event of a delay in the Indemnified Party providing such notice, the Indemnitor shall not be responsible for damages resulting from any such delay, including damages resulting from an inability to mitigate or a delay in mitigating damages. However, the failure to promptly notify the Indemnitor will not relieve the Indemnitor of any from liability under this Agreement except to the extent, and only to the extent, that it may such failure materially prejudices the Indemnitor. The Indemnitor will have the right, at its sole expense, upon written notice delivered to the Indemnified PartyParty within fifteen (15) days after receiving such notice, except to the extent assume the defense of such Action is materially and irrevocably prejudiced proceeding with counsel selected by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided. In the event, however, that the Indemnitor declines or fails to (i) assume the defense of the proceeding on the terms provided above or to prosecute such defense in good faith or (ii) employ counsel reasonably satisfactory to the Indemnified Party, in any case within such fifteen (15) day period, then such Indemnified Party may employ counsel to represent or defend it in any such proceeding and the Indemnitor will (subject to the other terms and provisions of this Agreement) pay the reasonable fees and disbursements of such counsel as incurred. In any proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnitor, whichever is not approve assuming the defense of such proceeding, will have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Indemnitor or the Indemnified Party, as the case may be, will at all times use reasonable best efforts to (x) diligently conduct the defense of any proceeding for which it is maintaining the defense, (y) keep the Indemnified Party or the Indemnitor, as the case may be, reasonably apprised of the status of the defense of any proceeding the defense of which they are maintaining, and (z) cooperate in good faith with each other with respect to the defense of any such proceeding; provided that the Indemnified Party shall not be required to bring counter-claims or cross-claims against any Person. (b) No Indemnified Party may settle or compromise any claim or proceeding or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnitor, unless such settlement, compromise or enter into consent (i) includes an unconditional release of the Indemnitor from all liability arising out of such proceeding, (ii) does not contain any settlement admission or statement of any wrongdoing or liability on behalf of the Indemnitor and (iii) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitor or any of the Indemnitor's Affiliates. An Indemnitor may not, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, settle or compromise any proceeding or consent to the entry of any judgment with respect to which indemnification is being sought hereunder that (A) does not result in a final, non-appealable resolution of the Indemnified Party's liability with respect to the Indemnification Claim without proceeding (including, in the Indemnified Party’s prior case of a settlement, an unconditional written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense release of the Indemnification Claim, the Indemnified Party from all further liability in respect of such proceeding) or (B) may defend against the Indemnification Claim in any manner adversely affect the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice (other than as a result of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected money damages covered by the Indemnified Partyindemnity). (bc) A claim for indemnification for any matter not involving a third third-party may be asserted by notice to the Party from whom indemnification is sought. The Indemnitor shall have thirty (30) days from its receipt of the notice to (i) cure any Damages complained of, (ii) admit its liability for any Damages or (iii) dispute the claim for such Damages. If the Indemnitor does not notify the Indemnified Party within such thirty (30) day period that it has cured the Damages or that it disputes the claim for such Damages, the amount of the Damages shall conclusively be deemed disputed by the Indemnitor hereunder. If the Indemnitor notifies the Indemnified Party within such thirty (30) day period that it disputes the claim for such Damages, then the Indemnified Party may continue to seek remedies available to it on the terms and subject to the provisions of this Agreement.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person Person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of Indemnitor’s ability to remedy, contest, defend or settle such Action Indemnification Claim is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the The Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld or delayed unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten twenty (1020) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to Indemnified Party can defend such Indemnification Claim or any compromise or settlement with the costs to be paid by the Indemnitor in accordance with this Section 13 Upon receipt of the Indemnification Claim, the Indemnitor will have the right to defend such Indemnification Claim effected by with counsel reasonably satisfactory to the Indemnified Party. ; provided, however, that (bi) A claim for the Indemnitor notifies the Indemnified Party in writing within fifteen (15) days after receipt of the Indemnification Claim that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any matter not involving a third party indemnifiable Damages the Indemnified Party may be asserted suffer resulting from, arising out of, relating to, in the nature of, or caused by notice the Indemnification Claim, (ii) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party from whom that the Indemnitor will have the financial resources to defend against the Indemnification Claim and fulfill its indemnification obligations hereunder, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is soughtnot, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, and (v) the Indemnitor conducts the defense of the Indemnification Claim actively and diligently.

Indemnification Claim Procedures. (a) If any third party notifies any Indemnified Party with respect to the commencement of any Action is commenced or threatened that may give rise to a claim for indemnification against any Indemnitor under this ARTICLE 11 (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”"INDEMNIFICATION CLAIM"), then such Indemnified Party will shall promptly give notice to the Indemnitor. Failure The failure to notify the give such notice shall not affect whether an Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Partyis liable for reimbursement hereunder, except to the extent unless the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s 's failure to give such notice. An . (b) Unless provided otherwise in this Agreement, an Indemnitor shall have the right to defend against an Indemnification Claim with counsel of its choice reasonably satisfactory to the Indemnified Party if (i) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party in writing that the Indemnitor shall indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) the Indemnification Claim involves only money Damages and thereafter conduct does not seek an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iv) the Indemnitor continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with SECTION 11.4(B), (i) the Indemnified Party; providedParty may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor will Indemnified Party shall not approve of consent to the entry of any judgment or enter into any settlement Order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval Consent of the Indemnitor (which must not to be withheld unreasonably). Until an , and (iii) the Indemnitor assumes shall not Consent to the defense entry of any Order with respect to the Indemnification Claim without the prior written Consent of the Indemnification ClaimIndemnified Party (not to be withheld unreasonably, provided that it shall not be deemed to be unreasonable for an Indemnified Party to withhold its Consent (A) with respect to any finding of or admission (1) of any Breach of any Law, Order or Permit, (2) of any violation of the rights of any Person, or (3) which Indemnified Party believes could have a material adverse effect on its business, including on any other Actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party, or (B) if any portion of such Order would not remain sealed). 77 (d) If any condition in SECTION 11.4(B) is or becomes unsatisfied, (i) the Indemnified Party may defend against the an Indemnification Claim in any manner it may deem appropriate (and the Indemnified Party reasonably deems appropriateneed not consult with, or obtain any Consent from, any Indemnitor in connection therewith), provided that the Indemnified Party may not concede, settle or compromise any Indemnification Claim without the Consent of the Indemnitor which will not be unreasonably withheld, (ii) each Indemnitor shall, unless such the Indemnification Claim is being contested by the Indemnitor, jointly and severally be obligated to reimburse the Indemnified Party promptly and periodically for the Damages relating to defending against the Indemnification Claim, and (iii) each Indemnitor shall remain jointly and severally Liable for any Damages the Indemnified Party may suffer relating to the Indemnification Claim to the fullest extent provided in this ARTICLE 11. (e) In the event any Indemnified Party shall have a claim against any Indemnitor that does not involve an Indemnification Claim (i.e., a direct claim), the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnitor. The failure to give such notice shall not affect whether an Indemnitor is liable for reimbursement unless such failure has resulted in the loss of substantive rights with respect to the Indemnitor's ability to defend such claim, and then only to the extent of such loss. If the Indemnitor notifies the Indemnified Party gives an that it does not dispute the claim described in such notice or fails to notify the Indemnified Party within forty five (45) days after delivery of such notice by the Indemnified Party whether the Indemnitor disputes the claim described in such notice, the Damages in the amount specified in the Indemnified Party's notice shall be conclusively deemed a liability of an Indemnification Claim the Indemnitor and the Indemnitor does not, within ten (10) days after shall pay the amount of such notice is given, give notice Damages to the Indemnified Party on demand. (f) Each Party hereby consents to the non-exclusive jurisdiction of its election to assume the defense any Governmental Body, arbitrator, or mediator in which an Action is brought against any Indemnified Party for purposes of such any Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made that an Indemnified Party may have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If The party seeking indemnification under Section 8.2 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any Action is commenced claim or threatened that may give rise to a claim for indemnification the commencement of any suit, action or proceeding by any third party (an “Indemnification Claim”) by any person entitled in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail the material facts known to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an the Indemnified Party giving rise to such claim and setting forth the specific basis for indemnification, and a good faith estimate (an “Indemnitor”), then if reasonably available) of the amount of all Damages to which such Indemnified Party will promptly give notice claims to be entitled to receive under this Article VIII (taking into account the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnified Party shall be entitled to control the defense of such Action is materially Indemnification Claim through counsel of its choice (with the reasonable fees and irrevocably prejudiced by expenses of its counsel considered “Damages” for the Indemnified Party’s failure purposes of this Agreement), and the Indemnifying Party shall be entitled to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct participate in the defense of the any such Indemnification Claim with Claim, and appoint counsel of the Indemnitor’s choice reasonably satisfactory to its choice, in each case, at its own expense. (c) If the Indemnified PartyParty assumes the defense of any such claims or proceeding pursuant to this Section 8.3 and proposes to settle such claims or proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement; provided, however, that any settlement to which the Indemnitor will not approve Indemnified Party agrees to without the prior written consent of the entry Indemnifying Party shall not be determinative, in and of any judgment itself, of the existence of an indemnifiable claim or enter into any settlement the amount of Damages relating to such matter. (d) The provisions of this Section 8.3 shall not apply to Tax Claims and Section 6.6 shall control with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense conduct and resolution of the Indemnification any Tax Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened In the event that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Party entitled to indemnification under this Agreement pursuant to the terms hereof (each, an “Indemnified Party”) against proposes to make any person obligated claim for indemnification pursuant to indemnify an this Article IX, such Indemnified Party shall deliver a written demand signed by any officer of the Indemnified Party (a “Claim Certificate”) to the Seller (in the case of an “Indemnitor”)indemnification claim from a Buyer Indemnitee) or to the Buyer (in the case of an indemnification claim from a Seller Indemnitee) which Claim Certificate contains (i) a description of and if reasonably determinable at the time such demand is delivered, then the amount of any Losses incurred or reasonably expected to be incurred by such Indemnified Party, (ii) a statement that the Indemnified Party will promptly give notice is entitled to indemnification under this Article IX and a reasonable explanation of the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor basis therefore, (iii) a copy of any liability that it may have related notices or claims filed with or received from any Governmental Entity or other Person, if readily available, and (iv) a demand for indemnification hereunder and payment of all such Losses. (b) The Party providing indemnity hereunder (the “Indemnifying Party”) shall deliver to the Indemnified Party, except an amount, in United States Dollars, equal to the extent Losses set forth in the defense Claim Certificate within thirty (30) days of receipt thereof, unless the Indemnifying Party shall object in a written statement to the claim or claims made in the Claim Certificate, and such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory statement shall have been delivered to the Indemnified Party prior to the expiration of such thirty (30)-day period. In the event the Indemnifying Party does not object to a Claim Certificate within thirty (30) days following its receipt by the Indemnifying Party; provided, howeverthe Indemnifying Party shall be deemed to have accepted and agreed to the claim set forth in the Claim Certificate and shall be precluded from raising any objection thereto following such date. (c) In case the Indemnifying Party shall object in writing to any claim or claims made in any Claim Certificate, the Indemnified Party shall have fifteen (15) days after receipt of such objection to respond thereto in a written statement. If after such fifteen (15) day period there remains a dispute as to any claim, the Indemnifying Party and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective Parties with respect to such claim. If the Parties should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties and the Indemnifying Party shall deliver to the Indemnified Party the amount set forth in such memorandum in accordance with the terms thereof. In the event that the Indemnitor will Parties are not approve able to reach an agreement, or the memorandum contains an agreement as to only a portion of the entry of any judgment or enter into any settlement Losses in question, the Parties may resolve such dispute in the manner provided in Section 12.9(b) hereof. (d) In the event a claim set forth in the Claim Certificate is contested by the Indemnifying Party solely on the grounds that Losses have not been finally determined, then such claim shall be treated as an unresolved claim only with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must amount of Losses and not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, with respect to whether the Indemnified Party may defend against the Indemnification Claim is entitled to indemnification and there shall be no indemnification for amounts incurred in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after connection with investigation or defending such notice is given, give notice to the Indemnified Party of its election to assume the defense of claim until such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyLosses are finally determined. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in this Article V, if an Indemnified Party wishes to make an indemnification claim under this Article V, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Indemnifying Party and the Company Holder Committee (each, an “Indemnified Party”with a copy to the Escrow Agent) against any person obligated to indemnify (i) stating that an Indemnified Party has paid Losses, and (an “Indemnitor”)ii) specifying in reasonable detail the individual items of such Losses, then the date each such item paid and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any update an Indemnification Claim Notice from time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory time to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of reflect any judgment or enter into any settlement new information discovered with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim claim set forth in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyNotice. (b) A If the Indemnifying Party or, if applicable, the Company Holder Committee, shall not object in writing within the 30-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for any matter not involving Losses set forth in such Indemnification Claim Notice. (c) In the event that the Indemnifying Party or, if applicable, the Company Holder Committee, shall deliver an Indemnification Claim Objection Notice in accordance with Section 5.6(b) within thirty (30) days after delivery of such Indemnification Claim Notice, the Indemnifying Party or, if applicable, the Company Holder Committee, and Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If Indemnifying Party or, if applicable, the Company Holder Committee, and Indemnified Party should so agree, a third party may memorandum setting forth such agreement shall be asserted prepared and signed by notice both parties and, in the case of an indemnification claim to be recovered from the Escrow Shares, shall be furnished to the Escrow Agent along with a joint written instruction to release to the Indemnified Party from whom indemnification is soughtthat number of Escrow Shares set forth in such signed memorandum. The Escrow Agent shall be entitled to rely on any such memorandum and joint written instruction and make distributions of the Escrow Shares in accordance with the terms thereof. (d) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, either Parent or the Company Holder Committee may commence litigation in accordance with the provisions of Section 6.12 and Section 6.13.

Indemnification Claim Procedures. (a) If any third party notifies any Indemnified Party with respect to the commencement of any Action is commenced or threatened that may give rise to a claim for indemnification against any Indemnitor under this ARTICLE VII (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”"INDEMNIFICATION CLAIM"), then such the Indemnified Party will promptly give notice to the Indemnitor. Failure . (b) An Indemnitor will have the right to notify defend against an Indemnification Claim, other than a Indemnification Claim related to Taxes, with counsel of its choice reasonably satisfactory to the Indemnified Party if (i) within 15 days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party in writing that the Indemnitor will not relieve indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (ii) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and pay, in cash, all Damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of any liability that it may have the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, except to and (v) the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with SECTION 7.4(B), (i) the Indemnified Party; providedParty may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnified Party will not approve of consent to the entry of any judgment or enter into any settlement Order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval Consent of the Indemnitor (which must not to be withheld unreasonably). Until an , and (iii) the Indemnitor assumes will not Consent to the defense entry of any Order with respect to the Indemnification Claim without the prior written Consent of the Indemnified Party (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an Indemnified Party to withhold its Consent (A) with respect to any finding of or admission (1) of any Breach of any Law, Order or Permit, (2) of any violation of the rights of any Person, or (3) which Indemnified Party believes could have a Material Adverse Effect on any other Actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party, or (B) if any portion of such Order would not remain sealed). (d) For a period of three (3) years after the expiration of the applicable statute of limitations, in connection with any Indemnification ClaimClaim for Taxes, or if any condition in SECTION 7.4(B) is or becomes unsatisfied, (i) the Indemnified Party may defend against against, and consent to the entry of any Order with respect to an Indemnification Claim in any manner it may deem appropriate, (ii) each Indemnitor will jointly and severally be obligated to reimburse the Indemnified Party reasonably deems appropriate. If promptly and periodically for the Damages relating to defending against the Indemnification Claim, and (iii) each Indemnitor will remain jointly and severally Liable for any Damages the Indemnified Party gives an Indemnitor notice of an may suffer relating to the Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the fullest extent provided in this ARTICLE VII. (e) Each Party hereby consents to the non-exclusive jurisdiction of any Governmental Body, arbitrator, or mediator in which an Action is brought against any Indemnified Party for purposes of its election to assume the defense of such any Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made that an Indemnified Party may have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Stockholder Representative (each, an “Indemnified Party”with a copy to the Escrow Agent) against any person obligated to indemnify (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability has paid, incurred, suffered or sustained, or reasonably anticipates that it may have pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the individual items of such Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. Parent may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the Indemnified Partyclaim set forth in such Indemnification Claim Notice. Following the delivery of an Indemnification Claim Notice, except Parent shall provide the Stockholder Representative and its representatives and agents with such documents and records of the Surviving Corporation and its Subsidiaries as they may reasonably require, and reasonable access to such personnel or representatives of the Surviving Corporation (including but not limited to the extent individuals responsible for the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense matters that are subject of the Indemnification Claim with counsel Notice) as they may reasonably require, for the purposes of the Indemnitor’s choice reasonably satisfactory investigating or resolving any disputes or responding to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment matters or enter into any settlement with respect to inquiries raised in the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyNotice. (b) In the event of the assertion or commencement by any Person (other than a party to this Agreement) of any Action with respect to which the Indemnifying Parties may become obligated to indemnify any Indemnified Party pursuant to this Article VII (each, a “Third Party Action”), the Stockholder Representative shall (on behalf of the Indemnifying Parties) have the right to participate in (at the expense of the Indemnifying Parties), but not to determine, control or conduct, the defense of such third party Action. In the event that the Stockholder Representative has affirmatively consented in writing to the settlement of a Third Party Action, the Indemnifying Parties shall have no power or authority to object to the recovery by Parent of the amount of such settlement pursuant to this Article VII. In the event that the Stockholder Representative does not consent to any such settlement, and the Indemnified Parties wish to seek indemnification hereunder in respect of such Third Party Action, then the Indemnified Parties shall make such indemnification claims pursuant to the procedures set forth in this Article VII. A party’s settlement of a Third Party Action without the consent of the Stockholder Representative shall not be used as evidence of the truth of the allegations in any Third Party Action or the merits of such Third Party Action and the existence of any Third Party Action shall not create a presumption of any breach by a party to this Agreement of any of its representations, warranties or covenants set forth in this Agreement. (c) If the Stockholder Representative on behalf of the Indemnifying Parties shall not object in writing within the forty-five (45) day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event and subject to Section 7.4(i), the Escrow Agent shall promptly release from the Escrow Fund an amount of cash equal to the Losses set forth in such Indemnification Claim Notice. (d) In the event that the Stockholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(c) within forty-five (45) days after delivery of such Indemnification Claim Notice, the Stockholder Representative (on behalf of the Indemnifying Parties) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to be recovered from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall, subject to Section 7.4(i), promptly release from the Escrow Fund the amount of cash set forth in such memorandum. Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to an Indemnified Party in accordance with such memorandum and this Agreement (including the limitations set forth in this Article VII), then each Indemnifying Party shall, within 10 Business Days following the date of such memorandum, pay to the Indemnified Party such Indemnifying Party’s pro rata portion of such shortfall as though such shortfall was an Excess Loss. (e) If no such agreement can be reached after good faith negotiation and prior to forty-five (45) days after delivery of an Indemnification Claim Objection Notice, either Parent or the Stockholder Representative may demand arbitration of the matter not involving unless the amount of the Loss that is at issue is the subject of a pending litigation with a third party party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration, and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Parent and the Stockholder Representative. In the event that, within thirty (30) days after submission of any dispute to arbitration, Parent and the Stockholder Representative cannot mutually agree on one arbitrator, then, within fifteen (15) days after the end of such thirty (30) day period, Parent and the Stockholder Representative shall each select one independent arbitrator. The two arbitrators so selected shall select a third independent arbitrator. (f) Any such arbitration shall be held in Santa Xxxxx County, California, under the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS”). The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of each arbitrator and the administrative fee of JAMS. The arbitrator or arbitrators, as the case may be, shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator, or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Indemnification Claim Notice shall be final, binding, and conclusive upon the parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s), and the Escrow Agent shall be entitled to rely on, and make distributions from the Escrow Fund in accordance with, the terms of such award, judgment, decree or order as applicable. Within thirty (30) days of a decision of the arbitrator(s) requiring payment by Parent to the Indemnifying Parties or by the Indemnifying Parties to Parent, such person(s) shall make the payment to such other person(s), including any distributions out of the Escrow Fund, as applicable. Judgment upon any award rendered by the arbitrator(s) may be asserted by notice entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute among the Indemnifying Parties or any Indemnifying Party and the Indemnified Parties under this Article VII, whether relating to claims to recover funds from the Escrow Fund or to the other indemnification obligations set forth in this Article VII. (g) Notwithstanding anything to the contrary herein, at any time from time to time that any amounts shall be required to be disbursed from the Escrow Fund, Parent and the Stockholder Representative shall promptly and in any event within five (5) Business Days deliver to the Escrow Agent a memorandum setting forth such amounts, which shall be prepared and signed by both parties and shall set forth the amount of cash to be disbursed from the Escrow Fund with appropriate wiring and disbursement instructions with respect thereto. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release from the Escrow Fund the amount of cash set forth in such memorandum. (h) On the second Business Day following the Expiration Date, Parent and the Stockholder Representative shall cause the Escrow Agent to (i) retain an amount, if any, equal to the amount of any claims for indemnification asserted in good faith in an Indemnification Claim Notice delivered in accordance with Section 7.4 prior to the termination of the Expiration Period but which are not yet resolved (each such claim, an “Unresolved Claim”) and (ii) release any remaining Escrow Amount net of such Unresolved Claims to the Exchange Agent for further distribution to the Stockholders in accordance with Section 1.6(b). The amount of the Escrow Amount retained for each Unresolved Claim shall be released (to the extent such funds are not utilized to indemnify any Indemnified Party from whom indemnification is soughtfor such Unresolved Claim in accordance with the terms of this Agreement) by the Escrow Agent to the Exchange Agent in accordance with the prior sentence up on the resolution of such Unresolved Claim in accordance with this Article VII.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 13.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 13.3(a) prior to the Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action(s) subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action(s); provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Action(s) without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld) and (B) if at any time the Indemnitor acknowledges in writing that such Action is a Damage subject to this Article XIII, the Indemnitor may thereafter assume the defense of such Action. To the extent the defense of any Action subject to any Indemnification Claim or any compromise or settlement is assumed by the Holder Representative as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such Indemnification Claim effected defense of, and any payment in respect of, any Action, including any settlement thereof, shall be paid from the Escrow Funds, and Buyer and the Holder Representative shall instruct the Escrow Agent to disburse such portion of the Escrow Funds as is reasonably requested in writing by the Holder Representative to pay such costs and ** Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. The information is not material and would cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted. expenses or other amounts; provided, however, that no amounts (other than, at the election of the Holder Representative, costs and expenses of the Holder Representative as Indemnitor) will be payable from the Escrow Funds unless the Indemnified PartyParty is actually entitled to indemnification hereunder. (bc) A claim If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving a third party may be asserted by notice an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such circumstances and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 14.2(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party from whom indemnification is soughtfails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 14.2(c) prior to the Survival Expiration Date. (d) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.

Indemnification Claim Procedures. (a) If any Action Proceeding is commenced or threatened in which any Indemnified Person is a party that may give rise to a claim for indemnification against any Indemnitor (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party Person will promptly give written notice to the IndemnitorIndemnitor together with a copy of the document asserting such claim, if then available to the Indemnified Person. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified PartyPerson, except to the extent the defense of such Action Proceeding is materially and irrevocably prejudiced by the Indemnified PartyPerson’s failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim, with counsel of its choice reasonably satisfactory to the Indemnified Person if (i) within 15 days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Person in writing that the Indemnitor will indemnify the Indemnified Person from and against the entirety of any Damages the Indemnified Person may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) the Indemnitor provides the Indemnified Person with evidence reasonably acceptable to the Indemnified Person that the Indemnitor will have the financial resources to defend against the Indemnification Claim and thereafter conduct pay, in cash, all Damages the Indemnified Person may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Person likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Person, and (v) the Indemnitor continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with Section 5.4(b), (i) the Indemnified Party; providedPerson may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnified Person will not approve of consent to the entry of any judgment or enter into any settlement Order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval Consent of the Indemnitor (which must not to be withheld unreasonably). Until an , and (iii) the Indemnitor assumes will not Consent to the defense entry of any Order with respect to the Indemnification Claim without the prior written Consent of the Indemnification ClaimIndemnified Person (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an Indemnified Person to withhold its Consent (A) with respect to any finding of or admission (1) of any Breach of any Law, Order or Permit, (2) of any violation of the rights of any Person, or (3) which Indemnified Person reasonably believes could have a Material Adverse Effect on any other Proceedings to which the Indemnified Party Person or its Affiliates are party or to which Indemnified Person has a good faith belief it may become party, or (B) if any portion of such Order would not remain sealed if the failure to seal such Order would have a Material Adverse Effect Upon the Indemnified Person. (d) If any condition in Section 5.4(b) is or becomes unsatisfied, (i) the Indemnified Person may defend against against, and consent to the entry of any Order with respect to an Indemnification Claim in any manner it may deem appropriate (and the Indemnified Party reasonably deems appropriate. If Person need not consult with, or obtain any Consent from, any Indemnitor in connection therewith), (ii) each Indemnitor will jointly and severally be obligated to reimburse the Indemnified Party gives an Person promptly and periodically for the Damages relating to defending against the Indemnification Claim, and (iii) each Indemnitor notice of an will remain jointly and severally Liable for any Damages the Indemnified Person may suffer relating to the Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partyfullest extent provided in this ARTICLE 5. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If Upon receipt of any notice of an Action is commenced or threatened that may give rise to an Indemnification Claim by a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify or cause to be notified the Indemnitor and (ii) deliver or cause to be delivered to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Action and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.03(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give or cause to be given such notice. notice or (2) the Indemnified Party fails to notify or cause to be notified the Indemnitor of such Indemnification Claim in accordance with this Section 11.03(a) prior to the Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will shall not approve of agree to the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and not thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Action without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed) and (B) the Indemnitor may thereafter assume at any time the defense of such Action. To the extent the defense of any Action subject to any Indemnification Claim or any compromise or settlement is assumed by the Seller as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of, and any payment in respect of, any Action, including any settlement thereof, shall be paid from the Indemnification Escrow Funds and Purchaser and the Seller shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse such portion of the Indemnification Escrow Funds as is reasonably requested in writing by the Seller to pay such costs and expenses or other amounts; provided, however, that no amounts will be payable from the Indemnification Escrow Funds, unless the Indemnified Party is actually entitled to indemnification hereunder. (c) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim effected by relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened in which any Party is a party that may give rise to a claim for indemnification against any Indemnitor (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement then such Party (each, an the “Indemnified PartyIndemnitee”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to notify, but in no event more than fifteen days following such Party’s receipt of such Action, the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor (as applicable) of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An notice and the Indemnitor may elect at shall have no Liability for any time expenses incurred by the Indemnitee during the period in which such notice is delinquent. (b) Any Indemnitor shall have the right to assume and thereafter conduct defend the defense of Indemnitee against the Indemnification Claim Action with counsel of the Indemnitor’s its choice reasonably satisfactory to the Indemnified Party; provided, however, Indemnitee so long as the Indemnitor notifies the Indemnitee in writing within fifteen days after the Indemnitee has given notice of the Action that the Indemnitor will assume the defense of such Action. Any Indemnitee shall provide the Indemnitor or its counsel with commercially reasonable access to the Indemnitee’s books, records and personnel as may be necessary for Indemnitor to provide the defense described herein. Xxxxxxxxx may use the Second Holdback Amount, the Third Holdback Amount and the Fourth Holdback Amount (collectively, the “Indemnification Holdback Amounts”), to the extent available, to satisfy any costs and expenses associated with any Indemnification Claim. (c) The Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Action. The Indemnitee shall not approve of consent to the entry of any judgment or enter into any settlement with respect to the Indemnification Claim Action without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense consent of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyIndemnitor. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 9.1, if an Indemnified Party wishes to make an indemnification claim under this Article IX, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Stockholder Representative (each, an “Indemnified Party”) against any person obligated to indemnify or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability has paid, incurred, suffered or sustained, or reasonably anticipates that it may have to the Indemnified Partypay, except incur, suffer or sustain Losses, and (ii) specifying such Losses in reasonable detail (to the extent available), the defense date (if available) that each such Loss was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such Action item is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such noticerelated. An Indemnitor Parent may elect at any update an Indemnification Claim Notice from time to assume and thereafter conduct time to reflect any change in circumstances following the defense date thereof. (b) If the Stockholder Representative on behalf of the Indemnification Claim with counsel of Indemnifying Parties (or the Indemnitor’s choice reasonably satisfactory to Indemnifying Party in the Indemnified event that indemnification is being sought hereunder directly from such Indemnifying Party; provided, however, that ) shall not object in writing within the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice 30-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the Indemnitor does notapplicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, the Parent and Stockholder Representative shall jointly instruct the Escrow Agent to promptly release from the Escrow Amount cash and shares of Parent Class A Common Stock with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice, 50% of which shall be in cash and 50% of which shall be in shares of Parent Class A Common Stock. (c) In the event that the Stockholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 9.4(b) (or in the event that indemnification is being sought hereunder directly from an Indemnifying Party, if such Indemnifying Party shall object to any claim or claims made in any Indemnification Claim Notice to recover claims directly from such Indemnifying Party within 30 days after delivery of such Indemnification Claim Notice), the Stockholder Representative (or such objecting Indemnifying Party) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative (or such objecting Indemnifying Party) and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. In such event, Parent shall be entitled to receive from the Escrow Amount cash and stock with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice, 50% of which shall be in cash and 50% of which shall be in shares of Parent Class A Common Stock. Should the amount held in the Escrow Amount, if any, be insufficient to satisfy in whole the amount to be paid to an Indemnified Party in accordance with such memorandum, then each Indemnifying Party shall, within ten (10) days after Business Days following the date of such notice is givenmemorandum, give notice pay to the Indemnified Party of its election to assume the defense Party, such Indemnifying Party’s Pro Rata Portion of such Indemnification Claim and thereafter promptly assume such defenseshortfall either in cash or shares of Parent Class A Common Stock, then or some combination thereof, subject to the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement election of such Indemnification Claim effected by the Indemnified PartyIndemnifying Party in its sole and absolute discretion. (bd) A claim for any matter not involving a third party If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, Parent may be asserted by notice pursue arbitration subject and pursuant to the Party from whom indemnification is soughtprovisions in Article XI.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “a Seller Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Seller Indemnified Party will promptly give notice to the IndemnitorBuyer. Failure to notify the Indemnitor Buyer will not relieve the Indemnitor Buyer of any liability that it may have to the Seller Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Seller Indemnified Party’s failure to give such notice. An Indemnitor Buyer may elect at any time elect, its sole cost and expense, to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the IndemnitorBuyer’s choice reasonably satisfactory to the Seller Indemnified Party; provided, however, that Buyer shall have acknowledged in writing Buyer’s unqualified obligation to indemnify the Indemnitor Seller Indemnified Parties as provided hereunder; and provided, further than Buyer will not approve of the entry of any judgment or enter into any settlement or other resolution with respect to the Indemnification Claim without the Seller Indemnified Party’s Parties’ prior written approval (which must may not be withheld unreasonably). Until an Indemnitor Buyer assumes the defense of the Indemnification Claim, the Seller Indemnified Party may defend against defend, negotiate, settle or otherwise deal with the Indemnification Claim in any manner the Seller Indemnified Party reasonably deems appropriate. If the Buyer shall assume the defense of any Indemnification Claim, a Seller Indemnified Party may participate, at his or its own expense, in the defense of such Indemnification Claim; provided, however, that such Seller Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Buyer if (i) so requested by the Buyer to participate or (ii) in the reasonable opinion of counsel to the Buyer, a conflict or potential conflict exists between the Seller Indemnified Party and the Buyer that would make such separate representation advisable; and provided, further, that the Buyer shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Seller Indemnified Parties in connection with any such Indemnification Claim. The Parties hereto agree to provide reasonable access to the other to such documents and information as may be reasonably requested in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything contained in this Section 5.4 to the contrary, the Buyer shall not without the written consent of the Seller Indemnified Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant or claimants and Buyer provide to the Seller Indemnified Party an unqualified release from all liability in respect of such Indemnification Claim. After any final decision, judgment or award shall have been rendered by the applicable Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Seller Indemnified Party and Buyer shall have reached an agreement, in each case with respect to an Indemnification Claim hereunder, the Seller Indemnified Party shall forward to the Buyer notice of any sums due and owing by the Buyer pursuant to this Section 5.4 with respect to such matter and Buyer shall pay all of such sums so due and owing to the Seller Indemnified Party in accordance with Section 5.4(a) by wire transfer of immediately available funds within five (5) business days after the date of such notice. If the Seller Indemnified Party gives an Indemnitor Buyer notice of an Indemnification Claim and the Indemnitor Buyer does not, within ten (10) days after such notice is given, give notice to the Seller Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor Buyer will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Seller Indemnified Party. (b) If any Action is commenced or threatened that may give rise to an Indemnification Claim by a Buyer Indemnified Party, then such Buyer Indemnified Party will promptly give notice to Seller Parties. Failure to notify Seller Parties will not relieve Seller Parties of any liability that it may have to the Buyer Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Buyer Indemnified Party’s failure to give such notice. Seller may elect, at his sole cost and expense, to assume and thereafter conduct the defense of the Indemnification Claim with counsel of Seller’s choice reasonably satisfactory to the Buyer Indemnified Party; provided, however, that Seller shall have acknowledged in writing Seller’s unqualified obligation to indemnify the Buyer Indemnified Parties as provided hereunder; and provided, further than Seller will not approve of the entry of any judgment or enter into any settlement or other resolution with respect to the Indemnification Claim without the Buyer Indemnified Parties’ prior written approval (which must not be withheld unreasonably). Until Seller assumes the defense of the Indemnification Claim, the Buyer Indemnified Party may defend, negotiate, settle or otherwise deal with the Indemnification Claim in any manner the Buyer Indemnified Party reasonably deems appropriate. If the Seller shall assume the defense of any Indemnification Claim, a Buyer Indemnified Party may participate, at his or its own expense, in the defense of such Indemnification Claim; provided, however, that such Buyer Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Seller if (i) so requested by the Seller to participate or (ii) in the reasonable opinion of counsel to the Seller, a conflict or potential conflict exists between the Buyer Indemnified Party and the Seller that would make such separate representation advisable; and provided, further, that the Seller shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Buyer Indemnified Parties in connection with any such Indemnification Claim. The Parties hereto agree to provide reasonable access to the other to such documents and information as may be reasonably requested in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything contained in this Section 5.4 to the contrary, the Seller shall not without the written consent of the Buyer Indemnified Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant or claimants and Seller provide to the Buyer Indemnified Party an unqualified release from all liability in respect of such Indemnification Claim. After any final decision, judgment or award shall have been rendered by the applicable Governmental Body of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Buyer Indemnified Party and Seller shall have reached an agreement, in each case with respect to an Indemnification Claim hereunder, the Buyer Indemnified Party shall forward to the Seller notice of any sums due and owing by the Seller pursuant to this Section 5.4 with respect to such matter and Seller shall pay all of such sums so due and owing to the Buyer Indemnified Party in accordance with Section 5.4(b) by wire transfer of immediately available funds within five (5) business days after the date of such notice. If the Buyer Indemnified Party gives Seller notice of an Indemnification Claim and Seller does not, within ten (10) days after such notice is given, give notice to the Buyer Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then Seller will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Buyer Indemnified Party. (c) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that in which any Indemnitee is a party which may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), Indemnitor then such Indemnified Party will Indemnitee shall promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified PartyIndemnitee, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified PartyIndemnitee’s failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim, other than a Indemnification Claim related to Taxes, with counsel of its choice reasonably satisfactory to the Indemnitee if (i) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnitee in writing that the Indemnitor will indemnify the Indemnitee from and against the entirety of any Damages the Indemnitee may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) the Indemnitor provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the Indemnification Claim and thereafter conduct pay, in cash, all Damages the Indemnitee may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnitee likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnitee, and (v) the Indemnitor continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with Section 8.4(b), (i) the Indemnified Party; providedIndemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnitee will not approve of consent to the entry of any judgment or enter into any settlement Order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval consent of the Indemnitor (which must not to be withheld unreasonably). Until an , and (iii) the Indemnitor assumes will not consent to the defense entry of any Order with respect to the Indemnification Claim without the prior written consent of the Indemnitee (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an Indemnitee to withhold its consent (A) with respect to any finding of or admission (1) of any violation of any Law, Order or Permit, (2) of any violation of the rights of any Person, or (3) which Indemnitee believes could have a material adverse effect on any other Actions to which the Indemnitee or its Affiliates are party or to which Indemnitee has a good faith belief they may become party, or (B) if any portion of such Order would not remain sealed). (d) In connection with any Indemnification ClaimClaim for Taxes, or if any condition in Section 8.4(b) is or becomes unsatisfied, (i) the Indemnified Party Indemnitee may defend against against, and consent to the entry of any Order with respect to, an Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim it may deem appropriate (and the Indemnitee need not consult with, or obtain any consent from, any Indemnitor does notin connection therewith), within ten (10ii) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by obligated to reimburse the Indemnitee promptly and periodically for the Damages relating to defending against the Indemnification Claim, and (iii) the Indemnitor will remain Liable for any judicial determination made Damages the Indemnitee may suffer relating to the Indemnification Claim to the fullest extent provided in this Article 8. (e) Each Party hereby consents to the non-exclusive jurisdiction of any Governmental Authority in which an Action is brought against any Indemnitee for purposes of any Indemnification Claim that an Indemnitee may have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If With respect to Third Party Claims, if any Action is commenced or threatened a Third Party Claim is asserted in writing, in each case that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give written notice to the IndemnitorIndemnitor of such matter. Such notice shall include all relevant information respecting such Third Party Claim that is in the possession of the Indemnified Party (including without limitation copies of any complaint or other process with respect to an Action commenced by a third party or if an Action has not been commenced, a copy of the writing of such third party asserting such Third Party Claim), a reasonable estimate of the amount of such Indemnification Claim, the method of computation of such estimate and a specific reference to the provision of this Agreement upon which such Indemnification Claim is based. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must shall not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim or any compromise or settlement without the prior written consent of such Indemnification Claim effected by the Indemnified PartyIndemnitor (which consent shall not be unreasonably withheld). (b) A claim An Indemnification Claim for any matter not involving a third party Third Party Claim may be asserted by written notice to the Party from whom indemnification is sought; provided, however, that any Indemnification Claim in respect of any actual or alleged breach of representation, warranty, covenant or agreement contained herein must be asserted prior to the applicable Survival Expiration Date. Such notice shall include all relevant information respecting such Indemnification Claim that is in the possession of the Indemnified Party, the amount of such Indemnification Claim, the method of computation of such amount and a specific reference to the provision of this Agreement upon which such Indemnification Claim is based.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s Indemnification Claim under this Agreement. Failure to notify the Indemnitor in accordance with this Section 12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 12.3(a) prior to the Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that (1) the Indemnified Party shall be entitled to participate in any such defense with separate counsel at the reasonable expense of the Indemnitor if (x) so requested by the Indemnitor in writing or (y) in the reasonable opinion of counsel to the Indemnified Party, representation of the Indemnified Party and the Indemnitor would create a conflict of interest; provided, that in any such circumstance the Indemnitor shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Indemnification Claim, and (2) the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld) and (B) if at any time the Indemnitor acknowledges in writing that such Action is a Damage subject to this Article XII, the Indemnitor may thereafter assume the defense of such Action. (c) If any Indemnified Party becomes aware of any circumstances that may be reasonably likely to give rise to an Indemnification Claim for any matter not involving an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such circumstances, and (C) describing in reasonable detail the basis for the Indemnified Party’s Indemnification Claim under this Agreement. Failure to notify the Indemnitor in accordance with this Section 12.3(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or any compromise or settlement (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim effected by in accordance with this Section 12.3(c) prior to the Survival Expiration Date. (d) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. (be) A The claim for procedures otherwise specified in this Section 12.3 shall not apply to indemnification claims in respect of any matter not involving Deficit Amount. In the event of a third party may be asserted by notice Deficit Amount, as finally determined in accordance with Section 3.6, then, promptly following the Determination Date, and in any event within five (5) Business Days of the Determination Date, the GPIAC-Designated Directors and the Holder Representative shall execute a joint written instruction to the Party Escrow Agent instructing the Escrow Agent to disburse to Acquiror an amount of Acquiror Common Shares equal to (A) (i) the Deficit Amount, divided by $10.00; divided by (B) the Closing Ownership Ratio. Upon receipt of such Acquiror Common Shares from whom indemnification is soughtthe Escrow Agent, Acquiror shall promptly cancel such shares.

Indemnification Claim Procedures. (a) If Upon receipt of any notice of an Action is commenced or threatened that may give rise to an Indemnification Claim by a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify or cause to be notified the Indemnitor and (ii) deliver or cause to be delivered to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Action and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give or cause to be given such notice. notice or (2) the Indemnified Party fails to notify or cause to be notified the Indemnitor of such Indemnification Claim in accordance with this Section 12.3(a) prior to the Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection - 58- with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will shall not approve of agree to the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and not thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Action without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed) and (B) the Indemnitor may thereafter assume at any time the defense of such Action. To the extent the defense of any Action subject to any Indemnification Claim is assumed by the Holder Representative as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of, and any payment in respect of, any Action, including any settlement thereof, shall be paid from the Indemnification Escrow Funds (other than with respect to indemnification pursuant to Section 12.2(a)(iv), which shall be paid solely from the Special Indemnification Escrow Funds), and Acquiror, the Surviving Corporation and the Holder Representative shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse such portion of the Indemnification Escrow Funds (or the Special Indemnification Escrow Funds, if applicable) as is reasonably requested in writing by the Holder Representative to pay such costs and expenses or other amounts; provided, however, that no amounts will be payable from the Indemnification Escrow Funds or the Special Indemnification Escrow Funds (other than, at the election of the Holder Representative, costs and expenses of the Holder Representative as Indemnitor), unless the Indemnified Party is actually entitled to indemnification hereunder. Notwithstanding anything in this Section 12.3(b) to the contrary, (x) the Holder Representative, on behalf of the Holders, solely in its capacity as Indemnitor, shall assume and thereafter conduct the defense of the Special Indemnification-Related Claims with counsel of its own choice and shall settle or compromise the Special Indemnification-Related Claims in its sole discretion (provided that the terms of such settlement or compromise shall provide for a complete release of the Special Indemnification-Related Claims in favor of the Company), and (y) any compromise Acquiror Indemnified Party, as applicable, shall cooperate in all respects with the conduct of such defense (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Special Indemnification-Related Claims) and/or the settlement of the Special Indemnification-Related Claims by the Holder Representative. (c) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim effected by relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If any third-party Action (a “Third-Party Claim”) is commenced or threatened that in which any Indemnitee is a party which may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), Indemnitor then such Indemnified Party will Indemnitee shall promptly give notice to the Indemnitor, but not in any event not later than ten (10) Business Days after receipt of such notice of any such Third-Party Claim. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified PartyIndemnitee, except to the extent the defense of such Action Third-Party Claim is materially and irrevocably prejudiced by the Indemnified PartyIndemnitee’s failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim, other than a Indemnification Claim related to Taxes, with counsel of its choice reasonably satisfactory to the Indemnitee if (i) within the earlier of (x) forty five (45) days of notice of the Claim and (y) ten (10) Business Days prior to an answer or equivalent responsive pleading being made or becoming due with respect to such Indemnification Claim (taking into account any extensions), the Indemnitor notifies the Indemnitee in writing that the Indemnitor will indemnify the Indemnitee from and against the entirety of any Damages the Indemnitee may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) the Indemnitor - 43 - provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the Indemnification Claim and thereafter conduct pay, in cash, all Damages the Indemnitee is reasonably likely to suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnitee likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnitee, and (v) the Indemnitor continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with Section 8.4(b), (i) the Indemnified Party; providedIndemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnitee will not approve of consent to the entry of any judgment or enter into any settlement Order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval consent of the Indemnitor (which must not to be withheld, conditioned, or delayed unreasonably), and (iii) the Indemnitor will not consent to the entry of any Order with respect to the Indemnification Claim without the prior written consent of the Indemnitee (not to be withheld, conditioned, or delayed unreasonably, provided that it will not be withheld unreasonablydeemed to be unreasonable for an Indemnitee to withhold its consent (A) with respect to any finding of or admission (1) of any violation of any Law, Order or Permit, or (2) which Indemnitee believes in good faith could have a material adverse effect on any other Actions or Threatened Actions to which the Indemnitee or its Affiliates are party or to which Indemnitee has a good faith belief they may become party, or (B) if any portion of such Order that could reasonably be expected to damage the business reputation or prospects of such Indemnitee would not remain sealed). Until an Indemnitor assumes . (d) If any condition in Section 8.4(b) is or becomes unsatisfied, (i) the defense of the Indemnification Claim, the Indemnified Party Indemnitee may defend against against, and consent to the entry of any Order with respect to, an Indemnification Claim in any manner it may deem appropriate (and the Indemnified Party reasonably deems appropriate. If Indemnitee need not consult with, or obtain any consent from, any Indemnitor in connection therewith), (ii) each Indemnitor will jointly and severally be obligated to reimburse the Indemnified Party gives an Indemnitee promptly and periodically for the Damages relating to defending against the Indemnification Claim, and (iii) each Indemnitor notice of an will remain jointly and severally Liable for any Damages the Indemnitee may suffer relating to the Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified fullest extent provided in this ARTICLE 8. (e) Each Party hereby consents to the non-exclusive jurisdiction of its election to assume the defense any Governmental Authority in which an Action is brought against any Indemnitee for purposes of such any Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made that an Indemnitee may have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of the matters alleged therein, and agrees that process may be served on such Indemnification Claim effected by Party with respect to such claim anywhere in the Indemnified Partyworld. (bf) A Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim for in respect of a breach of the representations and warranties in Section 3.13 or any matter not involving a third party may breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in ARTICLE 9) shall be asserted governed exclusively by notice to the Party from whom indemnification is sought.Section 9.5. - 44 -

Indemnification Claim Procedures. (a) If Upon receipt of any notice of an Action is commenced or threatened notice of any event that may give rise to an Indemnification Claim (other than a claim for indemnification (an “Indemnification Tax Claim”) by any person a Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (w) describing in reasonable detail the nature of the Action or event, (x) including a copy of all papers served with respect to such Action or pertaining to such event, (y) including the Indemnified Party’s best estimate of the amount of Losses that may arise from such Action or event and (z) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (A) the defense of such Action is materially and irrevocably actually prejudiced by the Indemnified Party’s failure to give such notice. notice or (B) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 12.3(a) prior to the Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice and to settle or compromise any such Action, and each Indemnified Party shall reasonably satisfactory to cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor at the sole cost and expense of the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of agree to the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed), unless the terms of such settlement provide for only payment of money by the Indemnitor and includes a complete written release of the claims that are the subject of such Action in favor of the Indemnified Party. Until If an Indemnitor assumes the defense of the Indemnification Claimsuch defense, the Indemnified Party may defend against will have the Indemnification Claim right to participate in any manner the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood, however, that the Indemnitor will control such defense; provided, that in connection with such participation, the Indemnified Party reasonably deems appropriateshall be entitled to retain one counsel, selected by the Indemnified Party, at the sole cost and expense of the Indemnitor to the extent an actual or potential conflict of interest exists between the Indemnified Party and the Indemnitor in respect of any such defense or settlement. The Indemnitor will be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnitor has not assumed the defense thereof after the Indemnified Party has provided the Indemnitor with notice pursuant to Sections 12.3(a)(i) and 12.3(a)(ii). If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and not thereafter reasonably promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Action without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed) and (B) the Indemnitor may thereafter assume at any time the defense of such Action subject to the terms of this Section 12.3. (c) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives, at the sole cost and expense of the Indemnitor, all reasonable access during business hours to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim or any compromise or settlement relates. All such access shall be granted during normal business hours and shall be granted under conditions which shall not unreasonably interfere with the business and operations of such Indemnification Claim effected by the Indemnified Party. (bd) A claim for With respect to any matter Indemnification Claim made by any Parent Indemnified Parties pursuant to Section 12.2(a), the Holder Representative shall, on behalf of the Company Equityholders, exercise all rights of the Indemnitor as set forth in this Article XII; provided, that the Holder Representative shall not involving a third party may be asserted by notice have any liability as an Indemnitor to the any Parent Indemnified Party from whom indemnification is soughtpursuant to this Article XII or otherwise.

Indemnification Claim Procedures. (a) If any third party notifies any Indemnified Party with respect to the commencement of any Action is commenced or threatened that may give rise to a claim for indemnification against any Indemnitor under this ARTICLE 9 (an “"Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”"), then such the Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor lndemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s 's failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim, with counsel of its choice reasonably satisfactory to the Indemnified Party if (i) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indeirmitor notifies the Indemnified Party in writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and thereafter conduct pay, in cash, all Damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interest of the Indemnified Party, and (v) the Indemnitor continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with Section 9.4(b), (i) the Indemnified Party; providedParty may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnified Party will not approve of consent to the entry of any judgment or enter into any settlement order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval Consent of the Indemnitor (which must not to be withheld unreasonably). Until , and (iii) the Indemnitor will not Consent to the entry of any order with respect to the Indemnification Claim without the prior written Consent of the Indemnified Party (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an Indemnified Party to withhold its Consent (A) with respect to any finding of or admission (1) of any Breach of any Law, order or Permit, (2) of any violation of the rights of any Person, or (3) which the indemnified Party believes could have a Material Adverse Effect on any other Actions to which the Indemnified Party or its Affiliates are a party or to which the Indemnified Party has a good faith belief it may become a Party, or (B) if any portion of such order would not remain sealed). (d) If Indemnitor assumes does not assume control of the defense of the any such third-party Indemnification ClaimClaim or litigation resulting therefrom, the Indemnified Party may defend against the such Indemnification Claim or litigation in such manner as it may reasonably deem appropriate, and Indemnitor shall indemnify the indemnified Party from any manner the Indemnified Party reasonably deems appropriateLiability indemnifiable under this Article 9 incurred in connection therewith. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice shall not be obligated to the Indemnified Party for any settlement or consent to a stay of its election to assume judgment made by any Indemnified Party if such settlement or consent is entered into without the defense prior written consent of Indemnitor which consent shall not be unreasonably withheld or delayed. (e) If a Seller Indemnified Party should have an Indemnification Claim against the Stockholders that does not involve a third party claim, the Seller Indemnified Party shall deliver a notice of such Indemnification Claim and thereafter promptly assume claim to the Stockholder Representative. If the Stockholder Representative notifies the Seller Indemnified Party that it does not dispute the claim described in such defensenotice or fails to notify the Seller Indemnified Party within 30 days after delivery of such notice by the Seller Indemnified Party whether the Stockholder Representative disputes the claim described in such notice, then the Indemnitor Liability in the amount specified in the Seller Indemnified Party notice will be bound by any judicial determination made conclusively deemed a Liability of the Stockholders and Buyer shall have the right to set-off against the Notes (as provided in Section 9.7) the amount of such Liability. If the Stockholder Representative has timely disputed its Liability with respect to such Indemnification Claim or any compromise or settlement claim, a senior executive of the Seller Indemnified Party with full negotiating authority and the Stockholder Representative will proceed in good faith to negotiate a resolution of such dispute, and if not resolved through such negotiations within 60 days after the delivery of the Seller Indemnified Party's notice of such Indemnification Claim effected Claim, such dispute shall be resolved fully and finally by the Indemnified Partya court of competent jurisdiction or by arbitration, if either party chooses arbitration. (bf) A claim Except for any matter not involving a third party may be asserted by notice matters submitted to arbitration pursuant to Section 10.13, each Party hereby consents to the non-exclusive jurisdiction of any Governmental Body, arbitrator, or mediator in which an Action is brought against any Indemnified Party from whom indemnification is soughtfor purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened In the event that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person party entitled to indemnification under this Agreement pursuant to the terms hereof (each, an “Indemnified Party”) against proposes to make any person obligated claim for indemnification pursuant to indemnify an Indemnified Party (an “Indemnitor”)this Article X, then such Indemnified Party will promptly give notice shall deliver a written demand (a “Claim Certificate”) to the Indemnitor. Failure Sellers’ Representative (in the case of an indemnification claim from a Buyer Indemnitee) or to notify the Indemnitor will not relieve Buyer (in the Indemnitor case of an indemnification claim from a Seller Indemnitee) which Claim Certificate shall contain (A) a description of and if reasonably determinable at the time such demand is delivered, the amount of any liability that it may have Losses incurred or reasonably expected to the be incurred by such Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, (B) a statement that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against is entitled to indemnification under this Article X and a reasonable explanation of the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice basis therefor and (C) a demand for indemnification hereunder and payment of an Indemnification Claim and the Indemnitor does not, within ten (10) days after all such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyLosses. (b) A In case the potential Indemnifying Party does not, within thirty (30) days of the receipt thereof, object to any claim for or claims made in any matter not involving a third party may be asserted by notice Claim Certificate pursuant to the terms hereof, the Buyer shall deliver to the Sellers’ Representative (on behalf of and for distribution to the Sellers) or the Buyer and the Sellers’ Representative shall promptly instruct the Escrow Agent to release to the Buyer (or the applicable Seller(s) shall deliver to the Buyer), as applicable, an amount equal to the Losses set forth in the Claim Certificate arising out of any claim or claims which are not objected to by the Indemnifying Party. (c) In case the potential Indemnifying Party from whom indemnification is soughtshall object in writing to any claim or claims made in any Claim Certificate, the Buyer and the Sellers’ Representative shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Buyer and the Sellers’ Representative should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and the Buyer shall deliver to the Sellers’ Representative (on behalf of and for distribution to the Sellers) or the Buyer and the Sellers’ Representative shall instruct the Escrow Agent to release to the Buyer (or the applicable Seller(s) shall deliver to the Buyer), as applicable, the amount set forth in such memorandum in accordance with the terms thereof. In the event that parties are not able to reach an agreement, or the memorandum contains an agreement as to only a portion of the Losses in question, the parties may resolve such dispute in the manner provided in Section 12.9 hereof.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened by a third party that may give rise to a claim for indemnification (an a “Indemnification Third-Party Claim”) by any person entitled Buyer Indemnified Party, then such Buyer Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Buyer Indemnified Party’s good faith estimate of the amount of Losses that may arise from such Action, and (D) describing in reasonable detail the basis for the Buyer Indemnified Party’s request for indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the IndemnitorAgreement. Failure to notify the Indemnitor in accordance with this Section ‎11.3(a) will not relieve the Indemnitor of any liability that it may have to the Buyer Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Buyer Indemnified Party’s failure to give such notice. . (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification any Action subject to any such Third-Party Claim with counsel of the Indemnitor’s choice reasonably satisfactory to and each Buyer Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and the settlement of such Action by the Indemnitor; provided, howeverthat (i) the Company Stockholder Representative may only assume control of such defense if (A) the maximum amount of Losses related to such Third-Party Claim, taken together with the estimated costs of defense thereof and the claimed amount of indemnification with respect to any unresolved claims for indemnification then pending, is less than or equal to $3,310,000, and (B) it acknowledges in writing to Buyer on behalf of all of the Pre-Reverse Split Company Stockholders that any damages, fines, costs or other liabilities that may be assessed against the Buyer Indemnified Party in connection with such Third-Party Claim constitute Losses for which the Buyer Indemnified Party shall be indemnified pursuant to this Article ‎XI, and (ii) the Company Stockholder Representative may not assume control of (but may participate in, at its sole cost and expense) the defense of any Third-Party Claim involving Taxes, any Governmental Authority or criminal liability or in which equitable relief is sought against the Buyer Indemnified Party or its Affiliates; provided, further that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Buyer Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Buyer Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Buyer Indemnified Party gives an Indemnitor notice of an Indemnification a Third-Party Claim and either (A) the Indemnitor does not, within ten sixty (1060) days after such notice is given, (1) give notice to the Buyer Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Third-Party Claim and (2) thereafter promptly assume such defensedefense or (B) the Indemnitor does not otherwise have the right to assume defense of such Third-Party Claim under the terms of this Article ‎XI, then the Indemnitor Buyer Indemnified Party may conduct the defense of such Action; provided, however, that the Buyer Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Indemnification Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld). (c) In circumstances where the Indemnitor assumes the defense of a Third-Party Claim or any compromise or settlement in accordance with Section ‎11.3(b), the Buyer Indemnified Party shall be entitled to participate in the defense of such Indemnification Third-Party Claim effected and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the such Buyer Indemnified Party. (bd) A If any Buyer Indemnified Party becomes aware of any circumstances that may give rise to claim for indemnification for any matter not involving a third party may be asserted by notice Third-Party Claim, then such Buyer Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to such claim, (B) including the Buyer Indemnified Party’s good faith estimate of the amount of Losses that may arise from such circumstances, and (C) describing in reasonable detail the basis for the Buyer Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section ‎11.3(d) will not relieve the Indemnitor of any liability that it may have to the Buyer Indemnified Party, except to the extent the defense of such claim is prejudiced by the Buyer Indemnified Party’s failure to give such notice. If the Indemnitor disputes its indemnity obligations for any Losses with respect to any such claim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section ‎12.13. (e) At the reasonable request of the Indemnitor, each Buyer Indemnified Party from whom shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Buyer Indemnified Party to the extent reasonably related to the matters to which the applicable claim for indemnification is soughtrelates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Buyer Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement (eachthe Responsible Party stating to the extent reasonably practicable, an “Indemnified Party”) against any person obligated the anticipated Losses, the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to indemnify an which such item is related. The Indemnified Party may update an Indemnification Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Indemnification Claim Notice. (b) If the Responsible Party shall not object in writing within the forty-five (45)-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “IndemnitorIndemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by Responsible Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice subject to the limitations set forth in Section 7.3. In such event, the Indemnified Party, if such Indemnified Party is a Parent Indemnified Party, will be entitled to retain, pursuant to Section 7.3(e) or, if the Parent Indemnified Party is a Person other than Parent, release to the applicable Parent Indemnified Party, from Holdback Amount, the amount of Losses set forth in such Indemnification Claim Notice. Subject to the limitations of Section 7.3, if any Indemnifying Party is required to satisfy any amount, in whole or in part, in accordance with an Indemnification Claim Notice (other than through a retention and, if applicable, release of from the Holdback Amount), then such Indemnified Indemnifying Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does notshall, within ten (10) days after such notice is givenBusiness Days following the expiration date of the right of the Responsible Party to make an Indemnification Claim Objection Notice, give notice pay to the Indemnified Party, such amount. (c) In the event that the Responsible Party of its election to assume the defense shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b) within thirty (30) days after delivery of such Indemnification Claim Notice, the Responsible Party and thereafter promptly assume such defense, then Indemnified Party shall attempt in good faith to agree upon the Indemnitor will be bound by any judicial determination made rights of the respective parties with respect to each of such claims, subject to the limitations set forth in Section 7.3. In such event, Indemnified Party, if such Indemnified Party is a Parent Indemnified Party, will be entitled to retain, pursuant to Section 7.3(e) and, if the Parent Indemnified Party is a Person other than Parent, release to the applicable Parent Indemnified Party from Holdback Amount the amount of Losses agreed upon by the Indemnified Party and the Responsible Party, if any, documented in a memorandum. Subject to the limitations of Section 7.3, if any Indemnifying Party is required, pursuant to this Agreement, to satisfy any amount, in whole or in part, in accordance with such memorandum (other than through a retention and, if applicable, release of from the Holdback Amount), then such Indemnifying Party shall, within ten (10) Business Days following the date of such memorandum pay to the Indemnified Party, such amount. (d) In the event that the Responsible Party delivers an Indemnification Claim or any compromise or settlement Objection Notice in accordance with Section 7.4(b) within thirty (30) days after delivery of such Indemnification Claim effected by Notice, the Indemnified Party. Party and the Responsible Party shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims, subject to the limitations set forth in Section 7.3. If, within thirty (b30) A claim for any matter not involving a third party days after delivery of an Indemnification Claim Objection Notice, no such agreement can be reached after good faith negotiation, such dispute may be asserted resolved by notice a court of competent jurisdiction (subject to Section 8.13). In such event, Indemnified Party, if such Indemnified Party is a Parent Indemnified Party, will be entitled to retain, pursuant to Section 7.3(e) and, if the Party from whom indemnification is sought.Parent Indemnified Party

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified PartyPerson”) against any person Person obligated to indemnify an Indemnified Party Person (an “Indemnitor”), then such Indemnified Party Person will promptly give written notice to the IndemnitorIndemnitor of such Indemnification Claim including a description thereof in reasonable detail sufficient for Indemnitor to assess whether such claim is a valid Indemnification Claim (an “Indemnification Notice”). Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified PartyPerson, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified PartyPerson’s failure to give such notice. An In the event of an Indemnification Claim that arises out of the claim of any third party, an Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim Claim, at the Indemnitor’s expense, with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; providedPerson. Until an Indemnitor assumes the defense of such Indemnification Claim, howeverthe Indemnified Person may defend against the Indemnification Claim in any manner the Indemnified Person reasonably may deem appropriate and the reasonable costs of such defense shall be borne by the Indemnitor and shall be deemed Damages hereunder. In the event an Indemnitor assumed the defense of any Indemnification Claim, that the such Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified PartyPerson’s prior written approval (consent. Each party to this Agreement hereby consents to the non-exclusive jurisdiction of any Governmental Authority, arbitrator, or mediator in which must not be withheld unreasonably). Until an Indemnitor assumes the defense Action is brought against any Indemnified Party for purposes of the any Indemnification Claim, the Claim that an Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 9.3, if an Indemnified Party wishes to make an indemnification claim under this Article IX, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Securityholder Representative (each, an “Indemnified Party”with a copy to the Escrow Agent) against any person obligated to indemnify (i) stating that an Indemnified Party (an “Indemnitor”)has paid, then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability incurred, suffered or sustained, or reasonably anticipates that it may have to the Indemnified Partypay, except incur, suffer or sustain Losses, and (ii) specifying such Losses in reasonable detail (to the extent available), the defense of date (if available) that each such Action is materially and irrevocably prejudiced by Loss was paid, incurred, suffered or sustained, or the Indemnified Party’s failure to give basis for such notice. An Indemnitor may elect at any time to assume and thereafter conduct anticipated liability, and, if applicable, the defense nature of the Indemnification Claim with counsel misrepresentation, breach of the Indemnitor’s choice reasonably satisfactory warranty or covenant to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably)such item is related. Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party Buyer may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of update an Indemnification Claim and Notice from time to time to reflect any change in circumstances following the Indemnitor does not, within ten (10) days after such notice is given, give notice date thereof; provided that the update relates to the Indemnified Party of its election to assume underlying facts and circumstances described in the defense of such initial Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyNotice. (b) A If the Securityholder Representative on behalf of the Indemnifying Parties (or the Indemnifying Party in the event that indemnification is being sought hereunder directly from such Indemnifying Party) shall not object in writing within the thirty-day (30) period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for any matter not involving a third party may be asserted by notice Losses set forth in such Indemnification Claim Notice if and to the extent actually paid, incurred, suffered or sustained. In each such event, Buyer and the Securityholder Representative shall provide joint written instructions to the Escrow Agent to promptly deliver to Buyer from the Escrow Fund, in immediately available funds by wire transfer, an amount in cash equal to the Losses set forth in such Indemnification Claim Notice if and to the extent actually paid, incurred, suffered or sustained. (c) Notwithstanding anything to the contrary herein, if (i) an Indemnification Claim Notice is delivered after the end of the Escrow Period but prior to the end of the Tax Escrow Period and (ii) the Losses set forth in an Indemnification Claim Notice are Specified Losses, the Securityholder Representative on behalf of the Indemnifying Parties (or the Indemnifying Party from whom in the event that indemnification is soughtbeing sought hereunder directly from such Indemnifying Party) shall be deemed to have irrevocably acknowledged that the Indemnified Party is entitled to the full amount of such Specified Losses set forth in such Indemnification Claim Notice and Buyer and the Securityholder Representative shall provide joint written instructions to the Escrow Agent to promptly deliver to Buyer from the Escrow Fund, in immediately available funds by wire transfer, an amount in cash equal to such Specified Losses set forth in such joint instruction. (d) In the event that the Securityholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 9.5(b) (or in the event that indemnification is being sought hereunder directly from an Indemnifying Party, if such Indemnifying Party shall object to any claim or claims made in any Indemnification Claim Notice to recover claims directly from such Indemnifying Party within thirty (30) days after delivery of such Indemnification Claim Notice), the Securityholder Representative (or such objecting Indemnifying Party) and Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholder Representative (or such objecting Indemnifying Party) and Buyer should so agree, Buyer and the Securityholder Representative shall provide joint written instructions to the Escrow Agent to promptly deliver to Buyer from the Escrow Fund, in immediately available funds by wire transfer, an amount in cash equal to such agreed amount. The Escrow Agent shall be entitled to rely on any such joint instruction and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release from the Escrow Fund cash with an aggregate value equal to the Losses set forth in such joint instruction. (e) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, Buyer or the Securityholder Representative may file suit with respect to the matter in any court having jurisdiction.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened in which any Indemnified Party is a party that may give rise to a claim for indemnification against any Indemnitor (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim, other than a Indemnification Claim related to Taxes, with counsel of its choice reasonably satisfactory to the Indemnified Party if (i) within fifteen (15) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party in writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and thereafter conduct pay, in cash, all Damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnitor continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with Section 10.4(b), (i) the Indemnified Party; providedParty may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnified Party will not approve of consent to the entry of any judgment or enter into any settlement Order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval Consent of the Indemnitor (which must not to be withheld unreasonably). Until an , and (iii) the Indemnitor assumes will not Consent to the defense entry of any Order with respect to the Indemnification Claim without the prior written Consent of the Indemnified Party (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an Indemnified Party to withhold its Consent (A) with respect to any finding of or admission (1) of any Breach of any Law, Order or Permit, (2) of any violation of the rights of any Person, or (3) which Indemnified Party believes could have a Material Adverse Effect on any other Actions to which the Indemnified Party or its Affiliates are party or to which Indemnified Party has a good faith belief it may become party, or (B) if any portion of such Order would not remain sealed). (d) In connection with any Indemnification ClaimClaim for Taxes, or if any condition in Section 10.4(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against against, and consent to the entry of any Order with respect to an Indemnification Claim in any manner it may deem appropriate, (ii) each Indemnitor will jointly and severally be obligated to reimburse the Indemnified Party reasonably deems appropriate. If promptly and periodically for the Damages relating to defending against the Indemnification Claim, and (iii) each Indemnitor will remain jointly and severally Liable for any Damages the Indemnified Party gives an Indemnitor notice of an may suffer relating to the Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the fullest extent provided in this ARTICLE 10. (e) Each Party hereby consents to the non-exclusive jurisdiction of any Governmental Body, arbitrator, or mediator in which an Action is brought against any Indemnified Party for purposes of its election to assume the defense of such any Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made that an Indemnified Party may have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If any third party notifies any Indemnified Party with respect to the commencement of any Action is commenced or threatened that may give rise to a claim for indemnification against any Indemnitor under this ARTICLE 9 (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such the Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim, with counsel of its choice reasonably satisfactory to the Indemnified Party if (i) within ten (10) days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party in writing that the Indemnitor will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, (ii) the Indemnitor provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and thereafter conduct pay, in cash, all Damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money Damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of the Indemnified Party likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnitor continuously conducts the defense of the Indemnification Claim with actively and diligently. The Indemnitor will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnitor has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim as provided above). (c) So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 9.4(b), (i) the Indemnified Party; providedParty may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnified Party will not approve of consent to the entry of any judgment or enter into any settlement order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval Consent of the Indemnitor (which must not to be withheld unreasonably). Until an , and (iii) the Indemnitor assumes will not Consent to the defense entry of any order with respect to the Indemnification Claim without the prior written Consent of the Indemnified Party (not to be withheld unreasonably provided that it will not be deemed to be unreasonable for an Indemnified Party to withhold its Consent (A) with respect to any finding of or admission (1) of any Breach of any Law, order or Permit, (2) of any violation of the rights of any Person, or (3) which Indemnified Party believes could have a material adverse effect on any other Actions to which the Indemnified Party or its Affiliates are a party or to which Indemnified Party has a good faith belief it may become a party, or (B) if any portion of such order would not remain sealed). (d) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that an Indemnification ClaimClaim may adversely affect it or its Affiliates other than as a result of monetary Damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does notmay, within ten (10) days after such notice is given, give by notice to the Indemnified Party of its election to Indemnitor, assume the defense of exclusive right to defend, compromise or settle such Indemnification Claim and thereafter promptly assume such defenseClaim, then but the Indemnitor will not be bound by any judicial determination made with respect to such of any Indemnification Claim so defended for the purposes of this Agreement or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partywithout its Consent (which may not be unreasonably withheld). (be) A claim Each Party hereby consents to the non-exclusive jurisdiction of any Governmental Body, arbitrator, or mediator in which an Action is brought against any Indemnified Party for purposes of any matter not involving a third party Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall, prior to 11:59 p.m. California time of the last day of the survival period applicable to such indemnification claim, deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Stockholder Representative (each, an “Indemnified Party”with a copy to the Escrow Agent) against any person obligated to indemnify (or in the event an Indemnified Party elects to pursue such indemnification claim directly against a Stockholder, to such Stockholder directly) (i) stating that an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability has paid, incurred, suffered or sustained, or reasonably anticipates that it may have to pay, incur, suffer or sustain Losses, (ii) specifying in reasonable detail the Indemnified Party, except to the extent the defense individual items of such Action Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is materially related and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of (iii) specifying whether the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory Notice applies to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of Escrow Fund. Parent may update an Indemnification Claim Notice from time to time to reflect any judgment or enter into any settlement new information discovered with respect to the claim set forth in such Indemnification Claim without the Indemnified Party’s prior written approval Notice. (which must not be withheld unreasonably). Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. b) If the Indemnified Party gives an Indemnitor notice Stockholder Representative (or in the event that indemnification is permitted to be sought hereunder directly from a Stockholder, such Stockholder) shall not object in writing within the 30-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the Indemnitor does notapplicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, the Escrow Agent shall promptly release from the Escrow Fund cash equal to the Losses set forth in such Indemnification Claim Notice to Parent. Table of Contents (c) In the event that the Stockholder Representative (or in the event that indemnification is permitted to be sought hereunder directly from a Stockholder, such Stockholder) shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b) within 30 days after delivery of such Indemnification Claim Notice to the Stockholder Representative, the Stockholder Representative (or such objecting Stockholder) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative (or such objecting Stockholder) and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to be recovered from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release from the Escrow Fund an amount of cash equal to the Losses set forth in such Indemnification Claim Notice. Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to an Indemnified Party in accordance with such memorandum and this Agreement, then each Stockholder shall, within ten (10) days after Business Days following the date of such notice is givenmemorandum, give notice pay to the Indemnified Party such Stockholder’s Indemnity Portion of its election such shortfall in cash. (d) If no such agreement can be reached after good faith negotiation and prior to assume thirty (30) days after delivery of an Indemnification Claim Objection Notice, Parent may file suit with respect to the defense matter in a court pursuant to Section 8.14. (e) On the Expiration Date, if cash amounts remaining in the Escrow Fund exceed the Extended Escrow Amount (the amount of such excess, “Expiration Escrow Surplus”), Parent and the Stockholder Representative shall provide a joint written instruction to the Escrow Agent to deliver such Expiration Escrow Surplus to the Exchange Agent or the Surviving Corporation (as applicable) for further distribution to the Company Holders in accordance with their Indemnity Portions, less the portion of the Expiration Escrow Surplus remaining in the Escrow Fund equal to the amounts set forth in a validly delivered Indemnification Claim Notice (which, with respect to any third party Action, shall be no less than the amount claimed by the third party claimant in the third party Action) for any then unresolved claims specified in any such Indemnification Claim Notice (“Unresolved Claims”) delivered in good faith to the Escrow Agent and thereafter promptly assume such defenseStockholder Representative prior to the Expiration Date, then the Indemnitor will be bound by any judicial determination made with respect to facts and circumstances existing prior to the Expiration Date, and any such amounts for Unresolved Claims shall not be distributed to the Company Holders at such time. Instead, upon final resolution of such Unresolved Claims, Parent and the Stockholder Representative shall provide a joint written instruction to the Escrow Agent to release (1) the portion of the Unresolved Claim amount that is determined in accordance with this Article VII to belong to the Company Holders to the Exchange Agent or the Surviving Corporation (as applicable) for further distribution to the Company Holders in accordance with their Indemnity Portions and (2) the portion of the Unresolved Claim amount that is determined in accordance with this Article VII to belong to Parent to Parent. (f) On the two (2) year anniversary of the Expiration Date (the “Extended Date”), if any cash amounts are remaining in the Escrow Fund, Parent and the Stockholder Representative shall provide a joint written instruction to the Escrow Agent to deliver such remaining amounts to the Exchange Agent or the Surviving Corporation (as applicable) for further distribution to the Company Holders in accordance with their Indemnity Portions, less the portion of the Escrow Amount remaining in the Escrow Fund equal to the amounts set forth in a validly delivered Indemnification Claim Notice (which, with respect to any third party Action, shall be no less than the amount claimed by the third party claimant in the third party Action) for any Unresolved Claims specified in any such Indemnification Claim or Notice delivered in good faith to the Escrow Agent and Stockholder Representative prior to the Extended Date, with respect to facts and circumstances existing prior to the Extended Date, and any compromise or settlement such amounts shall not be distributed to the Company Holders at such time. Instead, upon final resolution of such Indemnification Unresolved Claims, Parent and the Stockholder Representative shall provide a joint written instruction to the Escrow Agent to release (1) the portion of the Unresolved Claim effected by amount that is determined in accordance with this Article VII to belong to the Indemnified PartyCompany Holders to the Exchange Agent or the Surviving Corporation (as applicable) for further distribution to the Company Holders in accordance with their Table of Contents Indemnity Portions and (2) the portion of the Unresolved Claim amount that is determined in accordance with this Article VII to belong to Parent to Parent. (bg) A claim for any matter not involving a third party may Cash amounts from the Escrow Fund shall be asserted by notice distributed in the same proportion as the Escrow Amount was deposited in the Escrow Fund with respect to the Party from whom indemnification is soughteach Indemnifying Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Stockholder Representative (each, an “Indemnified Party”with a copy to the Escrow Agent) against any person obligated to indemnify (or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability has paid, incurred, suffered or sustained, or reasonably anticipates that it may have to pay, incur, suffer or sustain Losses, and (ii) specifying in reasonable detail the Indemnified Party, except to the extent the defense individual items of such Action Losses, the date each such item was paid, incurred, suffered or sustained, or the basis for such anticipated liability, and, if applicable, the nature of the misrepresentation, breach of warranty or covenant to which such item is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such noticerelated. An Indemnitor Parent may elect at any update an Indemnification Claim Notice from time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory time to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of reflect any judgment or enter into any settlement new information discovered with respect to the claim set forth in such Indemnification Claim without Notice. (b) If the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes the defense Stockholder Representative on behalf of the Indemnification Claim, Indemnifying Parties (or the Indemnified Indemnifying Party may defend against in the Indemnification Claim event that indemnification is being sought hereunder directly from such Indemnifying Party) shall not object in any manner writing within the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice 30-day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the Indemnitor does notapplicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Stockholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, the Escrow Agent shall promptly release from the Escrow Fund cash equal to the Losses set forth in such Indemnification Claim Notice. (c) In the event that the Stockholder Representative (or in the event that indemnification is being sought hereunder directly from an Indemnifying Party, such Indemnifying Party) shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b) within thirty (30) days after delivery of such Indemnification Claim Notice, the Stockholder Representative (or such objecting Indemnifying Party) and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Stockholder Representative (or such objecting Indemnifying Party) and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to be recovered from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release from the Escrow Fund an amount of cash equal to the Losses set forth in such Indemnification Claim Notice. Should the amount held in the Escrow Fund, if any, be insufficient to satisfy in whole the amount owed to an Indemnified Party in accordance with such memorandum and this Agreement, then subject to the limitations in this Article VII, each Indemnifying Party shall, within ten (10) days after Business Days following the date of such notice is given-49- memorandum, give notice pay to the Indemnified Party of its election to assume the defense such Indemnifying Party’s Pro Rata Portion of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partyshortfall in cash. (bd) A claim for any matter not involving a third party may If no such agreement can be asserted reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, either Parent or the Stockholder Representative (or the objecting Indemnifying Party) shall be settled by notice to arbitration conducted in accordance with the Party from whom indemnification is soughtprovisions of Section 9.15.

Indemnification Claim Procedures. Promptly after either party hereto has knowledge or receives notice of any Claim or Loss for which indemnification with respect thereto will be sought against any party obligated to provide indemnification under Section 10.2 or 10.4 above (athe "Indemnifying Party"), such party (the "Indemnitee") If any Action is commenced shall give the Indemnifying Party written notice of such Claim or threatened that may give Loss, setting forth specifically the facts giving rise to to, or alleged as a claim for indemnification (an “Indemnification Claim”) basis for, such Claim or Loss, the amount of liability asserted, and accompanied by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense documentation of such Action is materially Claim or Loss. The Indemnifying Party shall have the right to compromise or defend, at its own expense and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice its own choosing reasonably satisfactory to the Indemnified Party; providedIndemnitee, however, that any such Claim or Loss. Such notice and the Indemnitor will not approve opportunity to compromise or defend shall be a condition precedent to any liability of the entry Indemnifying Party hereunder. If the Indemnifying Party shall undertake to compromise or defend any such action or proceeding or asserted liability, it shall promptly notify the Indemnitee, who shall cooperate with the Indemnifying Party and its counsel in such defense against any asserted third party liability, including, but not limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested, which is in the possession of any judgment or enter the Indemnitee. The Indemnifying Party shall obtain the prior written approval of the Indemnitee before entering into any settlement with of such Claim or ceasing to defend against such Claim, such approval not to be unreasonably withheld or delayed, if (i) as a result of such settlement or ceasing to defend, injunctive or other equitable relief would be imposed against the Indemnitee or the Assets or (ii) in the case of a settlement, the Indemnitee would not thereby receive from the claimant an unconditional release from all further liability in respect to of such Claim. After the Indemnification Claim without Indemnifying Party has undertaken defense of any such asserted liability, the Indemnified Party’s prior written approval (which must Indemnifying Party shall not be withheld unreasonably)liable for any additional legal expenses incurred by the Indemnitee in connection with such matter. Until an Indemnitor assumes the defense Any Claim or Loss for indemnification as a consequence of a Seller Default or a Purchaser Default shall be in writing, accompanied by a summary description of the Indemnification basis of the Claim, the Indemnified Party may defend against asserted amount of damages of the Indemnification Claim Indemnitee, and such documentary or other evidence underlying the claim as is then possessed by the Indemnitee. The parties shall proceed in good faith to attempt to resolve any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice question of an Indemnification Claim liability and the Indemnitor does notamount, within ten (10) days after such notice is givenif any, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter damages thereby occasioned, as promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partyas possible. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) If The party seeking indemnity (“Indemnitee”) will give prompt written notice to the party or parties providing indemnity (“Indemnitor”) of any Action is commenced or threatened that matter which may give rise to a claim for indemnification which it discovers or of which it receives notice after the Closing, stating the nature, basis and (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An Indemnitor may elect at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Partyknown) amount thereof; provided, however, that no delay on the part of Indemnitee in notifying any Indemnitor will not approve shall relieve Indemnitor from any Liability hereunder unless (and then solely to the extent) Indemnitor is prejudiced by such delay. Copies of any papers received in connection with such matter shall be forwarded to Indemnitor together with the notice of the entry matter. (b) In case of any judgment Action by a third party or enter into by any settlement Governmental Authority, or any Action involving claims brought by such a third party or Governmental Authority with respect to which Indemnitor may have Liability under the Indemnification Claim without indemnification provisions contained in this ARTICLE IX (a “Third-Party Claim”), then Indemnitor shall have the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes right to assume the defense of the Indemnification Claimthereof at its own expense and by its own counsel, the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party which counsel shall be reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does notsatisfactory to Indemnitee, within ten (10) days after such notice is given, give by providing written notice to Indemnitee confirming Indemnitor’s irrevocable and unconditional obligation to fully indemnify (subject to the Indemnified limitations on indemnification contained herein) Indemnitee against any Damages that may result from the Third-Party of its election Claim; provided, however, that Indemnitor shall not have the right to assume the defense of such Indemnification Third-Party Claim if (i) the Third-Party Claim does not involve solely monetary damages, (ii) Indemnitee shall have been advised by counsel that there are one or more legal or equitable defenses available to Indemnitee that are different from or in addition to those available to Indemnitor and, in the reasonable opinion of Indemnitee, counsel for Indemnitor could not adequately represent Indemnitee’s interests because they conflict with those of Indemnitor, (iii) such Third-Party Claim involves, or could have a material effect on, any material matter beyond the scope of the indemnification obligation of Indemnitor (including damages sought in excess of the then-remaining Escrow Holdback Amount), (iv) Indemnitor shall not have assumed the defense of such Third-Party Claim in a timely fashion or (v) the insurer under the Representation and thereafter promptly Warranty Insurance Policy has assumed the defense of such Third-Party Claim in accordance with the terms of the Representation and Warranty Insurance Policy. If Indemnitor shall assume the defense of a Third-Party Claim (under circumstances in which the proviso in the preceding sentence is not applicable), Indemnitor shall not be responsible for any legal or other defense costs subsequently incurred by Indemnitee in connection with the defense thereof. If Indemnitor does not exercise its rights to assume the defense of a Third-Party Claim or is otherwise restricted from so assuming such defense, then Indemnitor shall nevertheless be entitled to participate in such defense with its own counsel and at its own expense; and in any such case Indemnitee may assume the defense of the Third-Party Claim, with counsel that shall be reasonably satisfactory to Indemnitor, and shall act reasonably and in accordance with its good faith business judgment and shall not effect any settlement without the consent of Indemnitor, which consent shall not be unreasonably withheld or delayed. If Indemnitor will exercises its right to assume the defense of a Third-Party Claim, it shall not effect any settlement without the consent of Indemnitee, which consent shall not be bound unreasonably withheld or delayed; provided, that such consent shall not be required where (i) the terms of such settlement do not include or require any finding or admission of any violation of Law or any violation of the rights of any Person, (ii) pursuant to the terms of such settlement the sole relief to be provided is monetary damages that are to be paid in full by Indemnitor and (iii) the terms of such settlement are not reasonably expected to affect the Taxes of the Acquired Entity, the Buyer or their Affiliates after the Closing Date. (c) The Indemnitee shall, and shall cause its Affiliates to, use commercially reasonable efforts to pursue any judicial determination made claims for insurance with respect to such Indemnification Claim any claims or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party.Damages for which it is seeking indemnification hereunder, and (bd) A claim for This Section 9.4 shall control any matter not involving a third party may be asserted by notice examination, investigation, audit or other proceeding related to the Party from whom indemnification is soughtTaxes.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s Indemnification Claim under this Agreement. Failure to notify the Indemnitor in accordance with this Section 12.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 12.3(a) prior to the Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that (1) the Indemnified Party shall be entitled to participate in any such defense with separate counsel at the reasonable expense of the Indemnitor if (x) so requested by the Indemnitor in writing or (y) in the reasonable opinion of counsel to the Indemnified Party, representation of the Indemnified Party and the Indemnitor would create a conflict of interest; provided, that in any such circumstance the Indemnitor shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Indemnification Claim, and (2) the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten sixty (1060) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld) and (B) if at any time the Indemnitor acknowledges in writing that such Action is a Damage subject to this Article XII, the Indemnitor may thereafter assume the defense of such Action. (c) If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such circumstances, and (C) describing in reasonable detail the basis for the Indemnified Party’s Indemnification Claim under this Agreement. Failure to notify the Indemnitor in accordance with this Section 12.3(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is prejudiced by the Indemnified Party’s failure to give such notice or any compromise or settlement (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim effected by in accordance with this Section 12.3(c) prior to the Survival Expiration Date. (d) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. (be) A claim for In the event of any matter not involving a third party may be asserted by notice conflict between the provisions of this Section 12.3 and Section 8.4, Section 8.4 shall control with respect to the Party from whom indemnification is soughtany Tax Claim.

Indemnification Claim Procedures. (a) If any Action action or proceeding is commenced or threatened that in which any Indemnified Party is a party which may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), Section 6.1 then such Indemnified Party will shall promptly give written notice to the applicable Indemnitor. Failure to promptly notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified Party, except to the extent the defense of such Action action or proceeding is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An . (b) The applicable Indemnitor may elect at any time will have the right to assume and thereafter conduct the defense of the defend against an Indemnification Claim with counsel of the Indemnitor’s its choice reasonably satisfactory to the Indemnified Party; providedParty if within fifteen (15) days following the receipt of notice of the Indemnification Claim, however, Indemnitor notifies the Indemnified Party in writing that the Indemnitor will assume the defense of such Indemnification Claim. So long as Indemnitor is conducting the defense of the Indemnification Claim, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, and (ii) the Indemnified Party will not approve of consent to the entry of any judgment or Order with respect to the Indemnification Claim without the prior written consent of the relevant Indemnitor. No Indemnitor will enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval consent of the Indemnified Party (which must not to be withheld unreasonably). Until ) unless such settlement (A) requires solely the payment of money damages by the Indemnitor and (B) includes as an Indemnitor assumes unconditional term thereof the defense release by the claimant or the plaintiff of the Indemnified Party and the Persons for whom the Indemnified Party is acting from all liability in respect of the proceeding giving rise to the Indemnification Claim, . (c) Each Indemnitor hereby consents to the non-exclusive jurisdiction of any Governmental Authority in which an action or proceeding is brought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made have under this Agreement with respect to such Indemnification Claim action or any compromise proceeding or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that in which any Indemnitee is a party which may give rise to a claim for indemnification (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), Indemnitor then such Indemnified Party will Indemnitee shall promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability Liability that it may have to the Indemnified PartyIndemnitee, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s Indemnitee's failure to give such notice. . (b) An Indemnitor will have the right to defend against an Indemnification Claim with counsel of its choice reasonably satisfactory to the Indemnitee if (i) within 15 days following the receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnitee in writing that the Indemnitor will indemnify the Indemnitee subject to the provisions of this Article 8, (ii) the Indemnitor provides the Indemnitee with evidence reasonably acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the Indemnification Claim and satisfy its indemnification obligations under this Article 8, and, subject to the provisions of this Article 8, pay, in cash, all Damages the Indemnitee may elect at any time suffer resulting from, relating to, arising out of, or attributable to assume the Indemnification Claim, and thereafter conduct (iii) the Indemnitor continuously conducts the defense of the Indemnification Claim with counsel actively and diligently. (c) So long as the Indemnitor is conducting the defense of the Indemnitor’s choice reasonably satisfactory to Indemnification Claim in accordance with Section 8.4(b), (i) the Indemnified Party; providedIndemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Indemnification Claim, however, that (ii) the Indemnitor Indemnitee will not approve of consent to the entry of any judgment or enter into any settlement Order with respect to the Indemnification Claim without the Indemnified Party’s prior written approval consent of the Indemnitor (which must not to be withheld unreasonably). Until , and (iii) the Indemnitor will not consent to the entry of any Order with respect to the Indemnification Claim without the prior written consent of the Indemnitee (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an Indemnitee to withhold its consent with respect to any finding of or admission (1) of any violation of any Law, Order or Permit, or (2) which Indemnitee believes could have a material adverse effect on any other Actions to which the Indemnitee or its Affiliates are party or to which Indemnitee has a good faith belief they may become party). (d) In connection with any Indemnification Claim for Taxes, or if any condition in Section 8.4(b) is or becomes unsatisfied, (i) the Indemnitee may defend against, and with the consent of the Indemnitor, which will not be unreasonably withheld, consent to the entry of any Order with respect to an Indemnification Claim (ii) each Indemnitor assumes will reimburse the defense of Indemnitee promptly and periodically for the Damages relating to defending against the Indemnification Claim, and (iii) each Indemnitor will remain Liable for any Damages the Indemnified Party Indemnitee may defend against suffer relating to the Indemnification Claim Claim, in all the foregoing cases, to the fullest extent and subject to the limitations provided in this Article 8. (e) In connection with third-party claims, each Party hereby consents to the non-exclusive jurisdiction of any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives Governmental Authority in which an Indemnitor notice Action is brought against any Indemnitee for purposes of an any Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made that an Indemnitee may have under this Agreement with respect to such Indemnification Claim Action or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party matters alleged therein, and agrees that process may be asserted by notice served on such Party with respect to such claim anywhere in the Party from whom indemnification is soughtworld.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened in which any Indemnified Party is a party that may give rise to a claim for indemnification against any Indemnitor under SECTIONS 8.2 or 8.3 (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”"INDEMNIFICATION CLAIM"), then such Indemnified Party will shall promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s The failure to give such noticenotice shall not affect whether an Indemnitor is liable for reimbursement hereunder unless such failure has resulted in the loss of material substantive rights with respect to the Indemnitor's ability to defend such Indemnification claim. An The Indemnitor may elect contest and defend such Indemnification Claim so long as the Indemnitor: (i) has a reasonable basis for concluding that such defense may be successful, (ii) diligently contests and defends such Indemnification Claim, and (iii) acknowledges in writing that it is obligated to provide indemnification with respect to such Indemnification Claim. Notice of the intention to so contest and defend shall be given by the Indemnitor to the Indemnified Party within 20 business days after the Indemnified Party's notice of such Indemnification Claim (but, in all events, at least 30 business days prior to the date that an answer to such Indemnification Claim is due to be filed). Such contest and defense shall be conducted by reputable attorneys employed by the Indemnitor and approved by the Indemnified Party (which approval will not be unreasonably withheld or delayed). The Indemnified Party shall be entitled, at its own cost and expense (which expense shall not constitute Damages unless the Indemnified Party reasonably determines that the Indemnitor is not adequately representing or, because of a conflict of interest, may not adequately represent, the interests of the Indemnified Parties, and has provided the Indemnitor with notice of such determination, and then only to the extent that such expenses are reasonable), to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, the Indemnified Party will cooperate with the Indemnitor in the conduct of such defense. Neither the Indemnified Party nor the Indemnitor may concede, settle or compromise any time Indemnification Claim without the consent of the other party, which consent will not be unreasonably withheld or delayed in light of all factors of importance to such party. Notwithstanding the foregoing, if the Indemnitor fails to acknowledge in writing its obligation to provide indemnification in respect of such Indemnification Claim, to assume and thereafter conduct the defense of the Indemnification Claim thereof with counsel of the Indemnitor’s choice reasonably satisfactory to the Indemnified Party; providedParty or to diligently contest and defend such Indemnification Claim, howeverthen the Indemnified Party alone shall be entitled to contest, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the defend and settle such Indemnification Claim without in the first instance (in which case, all expenses incurred in connection therewith shall constitute Damages) and, only if the Indemnified Party’s prior written approval (which must Party chooses not be withheld unreasonably). Until an Indemnitor assumes the defense of the to contest, defend or settle such Indemnification Claim, the Indemnified Party may Indemnitor shall then have the right to contest and defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10but not settle) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyClaim. (b) A In the event any Indemnified Party shall have a claim for against any matter Indemnitor that does not involving involve an Indemnification Claim (i.e., a third party may be asserted by direct claim), the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnitor. The failure to give such notice shall not affect whether an Indemnitor is liable for reimbursement unless such failure has resulted in the loss of substantive rights with respect to the Indemnitor's ability to defend such claim, and then only to the extent of such loss. If the Indemnitor notifies the Indemnified Party that it does not dispute the claim described in such notice or fails to notify the Indemnified Party within 30 days after delivery of such notice by the Indemnified Party whether the Indemnitor disputes the claim described in such notice, the Damages in the amount specified in the Indemnified Party's notice will be conclusively deemed a liability of the Indemnitor and the Indemnitor shall pay the amount of such Damages to the Indemnified Party on demand. The foregoing obligations shall be satisfied by the release of funds from whom indemnification the General Indemnity Escrow Account in the case of an Indemnification Claim against the Security Holders. (c) Each party hereby consents to the non-exclusive jurisdiction of any Governmental Body, arbitrator, or mediator in which an Action is soughtbrought against any Indemnified Party for purposes of any Indemnification Claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 7.1, if an Indemnified Party wishes to make an indemnification claim under this Article VII, such Indemnified Party shall promptly deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Representative (each, an “Indemnified Party”) against any person obligated to indemnify or in the event an Indemnified Party elects to pursue such indemnification claim directly against an Indemnifying Party, to such Indemnifying Party directly) (i) stating that an “Indemnitor”), then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability has paid, incurred, suffered or sustained, or reasonably anticipates that it may have to the Indemnified Partypay, except incur, suffer or sustain Losses, and (ii) to the extent known, specifying in reasonable detail the defense nature of such Action Losses or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such noticerelated. An Indemnitor Parent may elect at any update an Indemnification Claim Notice from time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory time to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of reflect any judgment or enter into any settlement new information discovered with respect to the claim set forth in such Indemnification Claim without Notice. The Indemnified Party shall allow the Indemnified Party’s prior written approval (which must not be withheld unreasonably). Until an Indemnitor assumes Indemnifying Party and its Advisers to investigate the defense matter or circumstance alleged to give rise to the indemnification claim, and whether and to what extent any amount is payable in respect of the Indemnification Claim, indemnification claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records during normal business hours) as the Indemnifying Party or any of its Advisers may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. request. (b) If the Indemnified Party gives an Indemnitor notice Representative on behalf of the Indemnifying Parties or the Indemnifying Party, as applicable, shall not object in writing within the thirty (30) day period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the Indemnitor does notapplicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Representative on behalf of the Indemnifying Parties or the applicable Indemnifying Party that the Indemnified Party is entitled to the full amount of the claim for Losses set forth in such Indemnification Claim Notice. In such event, Parent shall be entitled to retain from the Holdback Amount the amount of Losses set forth in the Indemnification Claim Notice. Should the Holdback Amount (or the remaining portion thereof), if any, be insufficient to satisfy in whole the amount to be paid to an Indemnified Party by the Indemnifying Parties in accordance with such Indemnification Claim Notice (subject to the limitations on indemnification set forth in this Article VII), then each Indemnifying Party shall, within ten (10) days after such notice is givenBusiness Days following the expiration date of the right of the Representative to make an Indemnification Claim Objection Notice, give notice pay to the Indemnified Party Party, such Indemnifying Parties’ Aggregate Pro Rata Portion of its election to assume such shortfall. (c) In the defense event that the Representative or the Indemnifying Party, as applicable, shall deliver an Indemnification Claim Objection Notice in accordance with Section 7.4(b) within thirty (30) calendar days after delivery of such Indemnification Claim Notice, the Representative (on behalf of the Indemnifying Parties) or the Indemnifying Party, as applicable, and thereafter promptly assume such defense, then Parent may attempt in good faith to agree upon the Indemnitor will be bound by any judicial determination made rights of the respective parties with respect to each of such claims. If the Representative or Indemnifying Party, as applicable, and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to be recovered from the Holdback Amount, Parent shall be entitled to conclusively rely on any such memorandum and shall retain amounts from the Holdback Amount (or the remaining portion thereof) in accordance with the terms hereof. (d) If no such agreement can be reached after good faith negotiation and prior to thirty (30) calendar days after delivery of an Indemnification Claim Objection Notice, either Parent or the Representative or Indemnifying Party, as applicable, may demand arbitration of the matter unless the amount of the Loss that is at issue is the subject of a pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration, and in either such event the matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Parent and the Representative or Indemnifying Party, as applicable. In the event that, within thirty (30) calendar days after submission of any dispute to arbitration, Parent and the Representative or Indemnifying Party, as applicable, cannot mutually agree on one arbitrator, then, within fifteen (15) calendar days after the end of such thirty (30) calendar day period, Parent and the Representative or Indemnifying Party, as applicable, shall each select one independent arbitrator. The two arbitrators so selected shall select a third independent arbitrator. (e) Any such arbitration shall be held in New York City, New York, under the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS”). The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each party, the fees of each arbitrator and the administrative fee of JAMS. The arbitrator or arbitrators, as the case may be, shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator or majority of the three arbitrators, as the case may be, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrator, or a majority of the three arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator or a majority of the three arbitrators, as the case may be, as to the validity and amount of any claim in such Indemnification Claim Notice shall be final, binding, and conclusive upon the parties to this Agreement and the Indemnifying Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s), and in the case of an indemnification claim to be recovered from the Holdback Amount, Parent shall be entitled to conclusively rely on, and retain such amounts from the Holdback Amount in accordance with, the terms of such award, judgment, decree or order as applicable. Within thirty (30) calendar days of a decision of the arbitrator(s) requiring payment by Parent to the Indemnifying Parties or by the Indemnifying Parties to Parent, such Person(s) shall make the payment to such other Person(s), including any retention from the Holdback Amount, as applicable. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The forgoing arbitration provision shall apply to any dispute among the Indemnifying Parties or any compromise or settlement of such Indemnification Claim effected by Indemnifying Party and the Indemnified PartyParties under this Article VII, whether or not relating to claims to recover funds from the Holdback Amount. (bf) A claim for any matter not involving a third party may be asserted by notice On the fifth (5th) Business Day following the first anniversary of the Closing Date, Parent shall (i) retain an amount, if any, equal to the amount of any claims for indemnification asserted in good faith by an Indemnified Party from whom indemnification is soughtin an Indemnification Claim Notice delivered in accordance with Section 7.4 prior to the termination of the Expiration Date but which are not yet resolved or for which payment has not yet been made (each such claim, an “Unresolved Claim”) and (ii) subject to reimbursement claims of the Representative as contemplated in Section 7.6(b), release any remaining Holdback Amount net of such Unresolved Claims to the Paying Agent and the Surviving Corporation for further distribution to the Holders in accordance with this Agreement. The Holdback Amount retained for each Unresolved Claim shall be released (to the extent such funds are not utilized to indemnify any Indemnified Party for such Unresolved Claim in accordance with the terms of this Agreement) by Parent to the Paying Agent and Surviving Corporation, respectively, for further distribution to the Holders in accordance with their respective Aggregate Pro Rata Portion as set forth in this Agreement upon the resolution of such Unresolved Claim in accordance with this Article VII.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate (to the extent then determinable) of the amount of Damages that may arise from such Action, and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 11.3(a) prior to the applicable Survival Expiration Date. (b) An Indemnitor may elect at any time within thirty (30) days after receiving notice of an Indemnification Claim to assume and thereafter conduct (at the Indemnitor’s sole expense) the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice choice, provided¸ that, (i) as a condition precedent to the Indemnitor’s right to assume control of such defense, the Indemnitor must agree in writing within thirty (30) days after receiving notice of an Indemnification Claim (A) to provide indemnification to the extent provided hereunder or (B) to reimburse the Indemnified Party for the reasonable fees of one legal counsel (and one local counsel) in connection with such legal counsel’s participation in the defense of such Indemnification Claim; and (ii) the Indemnitor shall not have the right to assume control of such defense if (A) the Action relating to the Indemnification Claim seeks an injunction or equitable relief, or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably satisfactory determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages, (B) the Action relating to the Indemnification Claim involves a criminal proceeding, action, indictment, allegation or investigation that would reasonably be expected to involve incarceration of the Indemnified Party, any of its Affiliates or any of their respective directors, officers or employees, (C) the Indemnitor failed or is failing to diligently prosecute or defend such claim and, after reasonable notice, fails to cure such failure, or (D) the Action relating to the Indemnification Claim involves any material customer of the Company, the Partnerships or any of their respective Subsidiaries. If the Indemnitor so elects to assume and conduct the defense of any such Action, each Indemnified Party shall reasonably cooperate with the conduct of such defense by the Indemnitor (including the making of any bona fide related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that (1) the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless (x) the defense terms of such settlement provide for a complete release of the Indemnification Claimclaims that are the subject of such Action in favor of the Indemnified Party, (y) all amounts paid or to be paid in settlement of such claim (other than amounts for which the Indemnified Party may defend is not entitled to indemnification pursuant to Section 11.4(b) and amounts actually paid pursuant to available insurance policies or other sources of third-party recovery) are paid or to be paid by the Indemnitor and (z) the settlement does not impose injunctive or other equitable relief against the Indemnified Party, and (2) the Indemnitor shall permit the Indemnified Party to participate in such defense through legal counsel chosen by the Indemnified Party, but the fees and expenses of such legal counsel shall be borne solely by the Indemnified Party and shall not be subject to indemnification under this Article XI (unless the parties to any such Action relating to the Indemnification Claim in or threatened claim (including any manner impleaded parties) include both the Indemnitor and the Indemnified Party reasonably deems appropriateand there exists legal conflicts of interest between the Indemnitor and the Indemnified Party, in which case the reasonable fees of one legal counsel (and one local counsel, if needed) for the Indemnified Party shall be borne by the Indemnitor). If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor (x) does not, within ten thirty (1030) days after such notice is given, (I) give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect Action or Actions subject to such Indemnification Claim or any compromise or settlement (II) satisfy the eligibility requirements specified in clauses (i) and (ii) above with respect to the assumption and control by the Indemnitor of the defense of such Indemnification Claim effected by Action, or (y) elects to assume and control the defense of such Action, but does not thereafter conduct the defense diligently and in good faith, then the Indemnified PartyParty may conduct the defense of and settle such Action; provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to such Action or Actions without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld). (bc) A claim If any Indemnified Party becomes aware of any circumstances that may give rise to an Indemnification Claim for any matter not involving an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim, (B) including the Indemnified Party’s best estimate (to the extent then determinable) of the amount of Damages that may arise from such circumstances, and (C) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.3(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Indemnification Claim is prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 11.3(c) prior to the Survival Expiration Date. (d) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its Representatives all reasonable access to the books and records of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. Notwithstanding the foregoing, (i) the Indemnified Party shall not be obligated to provide the Indemnitor or any of its Representatives with access to any books and records pursuant to this Section 11.3(d) where such access (A) would violate any applicable Law, or (B) would reasonably be expected to undermine or otherwise jeopardize attorney-client privilege or result in a conflict of interest, and (ii) this Section 11.3(d) shall not apply in the event of any pending or threatened Action or Indemnification Claim (other than for indemnification with respect to an Action by a third party may be asserted party) brought by notice a Buyer Indemnified Party directly against a Seller Indemnified Party, or vice versa (in which case the applicable rules of discovery shall apply). (e) Commencing on the Closing Date, the Seller shall, in consultation with Buyer, assume and control the defense of the claims relating to the Party from whom indemnification is soughtmatters described in Section 11.2(a)(vi) and Section 11.2(a)(viii), and the assertion of any defense, affirmative defense, crossclaim, third party complaint or counterclaim relating thereto, as applicable. The parties hereto acknowledge and agree that no notice of any matter described in Section 11.2(a)(vi) or Section 11.2(a)(viii) needs to be delivered with respect thereto pursuant to Section 11.3(a).

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise to a claim for indemnification pursuant to this Article XI (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of and the facts giving rise to the Action, (B) including a copy of all papers served, if any, with respect to such Action, (C) to the extent known at such time, including the Indemnified Party’s estimate of the amount of Damages (including the method of calculation thereof) that may arise from such Action (it being understood that in no event shall such estimate limit any claim for Damages hereunder), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action Indemnitor is actually and materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. , or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 11.3(a) prior to the Survival Expiration Date, except to the extent the Indemnification Claim relates to Section 12.18 hereof and is made pursuant to Section 11.2(b)(iii) hereof. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense defense, compromise or settlement of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice (which counsel shall be reasonably satisfactory to the Indemnified Party), and the Indemnified Party shall bear any fees, costs and expenses of its counsel in connection with such Action; provided, however, an Indemnitor may not assume and thereafter conduct the defense of any Action subject to any such Indemnification Claim in the event that (A) the amount of such Indemnification Claim is (i) less than the Basket Amount or (ii) greater than the Indemnification Amount, (B) such Indemnification Claim involves criminal allegations or any Governmental Authority or (C) such Indemnification Claim seeks any equitable remedy. Notwithstanding the foregoing, the Indemnitor will bear the reasonable fees, costs and expenses of one such separate counsel to the Indemnified Party in each jurisdiction (and shall pay such fees, costs and expenses as incurred), if the defendants in, or targets of, any such action or proceeding include both the Indemnified Party and the Indemnitor, and the Indemnified Party shall have reasonably concluded that there are or are reasonably likely to be legal defenses available to it which are different from or additional to those available to the Indemnitor or that representation by the same counsel is or is reasonably likely to be a conflict of interest. If the Indemnitor assumes such defense, the Indemnified Party shall have the right, but not the obligation, to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such defense. If the Indemnitor assumes such defense, it shall be permitted to settle or compromise any such Action, and each Indemnified Party shall reasonably cooperate in all respects with the conduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval approval, unless (which must not be withheld unreasonably). Until an Indemnitor assumes i) the defense terms of such settlement provide for a full and complete release by the third-party claimant of the Indemnification Claimclaims that are the subject of such Action in favor of the Indemnified Party, (ii) the Indemnitor does not admit or otherwise acknowledge in writing to the relevant court of Governmental Entity or third-party claimant any liability, wrongdoing or misconduct on behalf of the Indemnified Party may defend against the Indemnification Claim in or any manner the Indemnified Party reasonably deems appropriateof its Affiliates and (iii) such settlement is only for money damages that are paid by Indemnitor and does not include any equitable relief. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of such Action, provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim without the prior written consent of the Indemnitor will (which consent shall not be bound unreasonably withheld or delayed). The Indemnitor may participate in any defense or settlement controlled by any judicial determination made the Indemnified Party pursuant to this Section 11.3(a) and the Indemnitor shall bear its own costs and expenses with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Partyparticipation. (bc) A claim If any Indemnified Party becomes aware of any circumstances that it reasonably expects would give rise to an Indemnification Claim for any matter not involving a third party may be asserted by notice an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of and the facts giving rise to the circumstances giving rise to the Indemnification Claim and (B) to the extent known at such time, including the Indemnified Party’s estimate of the amount of Damages (including the method of calculation thereof) that may arise from such circumstances (it being understood that in no event shall such estimate limit any claim for Damages hereunder). Failure to notify the Indemnitor in accordance with this Section 11.3(c) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the Indemnified Party from whom indemnification is soughtmaterially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 11.3(c) prior to the Survival Expiration Date, except to the extent the Indemnification Claim relates to Section 12.18 hereof and is made pursuant to Section 11.2(b)(iii) hereof. (d) At the reasonable request of the Indemnitor or the Indemnified Party, each such party shall grant the other party and its representatives, upon reasonable prior notice, all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.

Indemnification Claim Procedures. (a) If any Action is commenced or threatened that may give rise Subject to the limitations set forth in Section 9.3, if an Indemnified Party wishes to make an indemnification claim under this Article IX, such Indemnified Party shall deliver a claim for indemnification written notice (an “Indemnification ClaimClaim Notice”) by any person entitled to indemnification under this Agreement the Securityholder Representative (each, an “Indemnified Party”with a copy to the Escrow Agent) against any person obligated to indemnify (i) stating that an Indemnified Party (an “Indemnitor”)has paid, then such Indemnified Party will promptly give notice to the Indemnitor. Failure to notify the Indemnitor will not relieve the Indemnitor of any liability incurred, suffered or sustained, or reasonably anticipates that it may have to the Indemnified Partypay, except incur, suffer or sustain Losses, and (ii) specifying such Losses in reasonable detail (to the extent available), the defense of date (if available) that each such Action is materially and irrevocably prejudiced by Loss was paid, incurred, suffered or sustained, or the Indemnified Party’s failure to give basis for such notice. An Indemnitor may elect at any time to assume and thereafter conduct anticipated liability, and, if applicable, the defense nature of the Indemnification Claim with counsel misrepresentation, breach of the Indemnitor’s choice reasonably satisfactory warranty or covenant to the Indemnified Party; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the Indemnified Party’s prior written approval (which must not be withheld unreasonably)such item is related. Until an Indemnitor assumes the defense of the Indemnification Claim, the Indemnified Party Buyer may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriate. If the Indemnified Party gives an Indemnitor notice of update an Indemnification Claim and Notice from time to time to reflect any change in circumstances following the Indemnitor does not, within ten (10) days after such notice is given, give notice date thereof; provided that the update relates to the Indemnified Party of its election to assume underlying facts and circumstances described in the defense of such initial Indemnification Claim and thereafter promptly assume such defense, then the Indemnitor will be bound by any judicial determination made with respect to such Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified PartyNotice. (b) A If the Securityholder Representative on behalf of the Indemnifying Parties (or the Indemnifying Party in the event that indemnification is being sought hereunder directly from such Indemnifying Party) shall not object in writing within the thirty-day (30) period after receipt of an Indemnification Claim Notice by delivery of a written notice of objection containing a reasonably detailed description of the facts and circumstances supporting an objection to the applicable indemnification claim (an “Indemnification Claim Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Securityholder Representative on behalf of the Indemnifying Parties (or the applicable Indemnifying Party) that the Indemnified Party is entitled to the full amount of the claim for any matter not involving a third party may be asserted by notice Losses set forth in such Indemnification Claim Notice. In such event, the Escrow Agent shall promptly release from the Escrow Fund cash with an aggregate value equal to the Party from whom Losses set forth in such Indemnification Claim Notice. (c) In the event that the Securityholder Representative shall deliver an Indemnification Claim Objection Notice in accordance with Section 9.5(b) (or in the event that indemnification is soughtbeing sought hereunder directly from an Indemnifying Party, if such Indemnifying Party shall object to any claim or claims made in any Indemnification Claim Notice to recover claims directly from such Indemnifying Party within thirty (30) days after delivery of such Indemnification Claim Notice), the Securityholder Representative (or such objecting Indemnifying Party) and Buyer shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholder Representative (or such objecting Indemnifying Party) and Buyer should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and, in the case of an indemnification claim to be recovered from the Escrow Fund, shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and make distributions from the Escrow Fund in accordance with the terms thereof. In such event, the Escrow Agent shall promptly release from the Escrow Fund cash with an aggregate value equal to the Losses set forth in such Indemnification Claim Notice. (d) If no such agreement can be reached after good faith negotiation and prior to thirty (30) days after delivery of an Indemnification Claim Objection Notice, Buyer may file suit with respect to the matter in any court having jurisdiction.

Indemnification Claim Procedures. (a) If Upon receipt of any notice of an Action is commenced or threatened that may give rise to an Indemnification Claim by a claim for indemnification (an “Indemnification Claim”) by any person Person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify or cause to be notified the Indemnitor and (ii) deliver or cause to be delivered to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served with respect to such Action, (C) including the Indemnified Party’s best estimate of the amount of Damages that may arise from such Action and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 11.3(a) will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action is materially and irrevocably prejudiced by the Indemnified Party’s failure to give or cause to be given such notice. notice or (2) the Indemnified Party fails to notify or cause to be notified the Indemnitor of such Indemnification Claim in accordance with this Section 11.3(a) prior to the Survival Expiration Date. (b) An Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice reasonably satisfactory and to settle or compromise any such Action, and each Indemnified Party shall cooperate in all respects with the Indemnified Partyconduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will shall not approve of agree to the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim such Action without the Indemnified Party’s prior written approval (which must not be unreasonably withheld unreasonablyor delayed). Until an Indemnitor assumes , unless the defense terms of such settlement provide for a complete release of the Indemnification Claim, claims that are the subject of such Action in favor of the Indemnified Party may defend against the Indemnification Claim in any manner the Indemnified Party reasonably deems appropriateParty. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten (10) days after such notice is given, give notice to the Indemnified Party of its election to assume the defense of such Indemnification Claim and not thereafter promptly assume such defense, then the Indemnitor Indemnified Party may conduct the defense of such Action; provided, however, that (A) the Indemnified Party will be bound by not agree to the entry of any judicial determination made judgment or enter into any settlement or compromise with respect to such Action without the prior written consent of the Indemnitor (which consent shall not be unreasonably withheld or delayed) and (B) the Indemnitor may thereafter assume at any time the defense of such Action. To the extent the defense of any Action subject to any Indemnification Claim or any compromise or settlement is assumed by the Seller, the Holders’ Representative and/or the Holders as the Indemnitor, at the election of the Indemnitor, the costs and expenses of such defense of, and any payment in respect of, any Action, including any settlement thereof, shall be paid from the Indemnification Escrow Funds and Purchaser and the Seller, the Holders’ Representative and/or the Holders, as the case may be, shall promptly submit joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse such portion of the Indemnification Escrow Funds as is reasonably requested in writing by the Seller, the Holders’ Representative and/or the Holders, as the case may be, to pay such costs and expenses or other amounts; provided, however, that no amounts will be payable from the Indemnification Escrow Funds, unless the Indemnified Party is actually entitled to indemnification hereunder. (c) At the reasonable request of the Indemnitor, each Indemnified Party shall grant the Indemnitor and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim effected by relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice to the Party from whom indemnification is sought.

Indemnification Claim Procedures. (a) Section 9.3.1 If any Action is commenced or threatened that may give rise to a claim for indemnification pursuant to this Article 9 (an “Indemnification Claim”) by any person entitled to indemnification under this Agreement (each, an “Indemnified Party”) against any person obligated to indemnify an Indemnified Party (an “Indemnitor”), then such Indemnified Party will shall promptly give notice (i) notify the Indemnitor and (ii) deliver to the IndemnitorIndemnitor a written notice (A) describing in reasonable detail the nature of the Action, (B) including a copy of all papers served, if any, with respect to such Action, (C) to the extent known at such time, including the Indemnified Party’s estimate of the amount of Damages that may arise from such Action (it being understood that in no event shall such estimate limit any claim for Damages hereunder), and (D) describing in reasonable detail the basis for the Indemnified Party’s request for indemnification under this Agreement. Failure to notify the Indemnitor in accordance with this Section 9.3.1 will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the defense of such Action Indemnitor is actually and materially and irrevocably prejudiced by the Indemnified Party’s failure to give such notice. An notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 9.3.1 prior to the applicable Survival Expiration Date. Section 9.3.2 Except as set forth in Section 6.16.3, an Indemnitor may elect at any time to assume and thereafter conduct the defense of the any Action subject to any such Indemnification Claim with counsel of the Indemnitor’s choice (which counsel shall be reasonably satisfactory to the Indemnified Party), and the Indemnified Party shall bear any fees, costs and expenses of its counsel in connection with such Action. Notwithstanding the foregoing, the Indemnitor will bear the reasonable fees, costs and expenses of one such separate counsel to the Indemnified Party in each jurisdiction (and shall pay such fees, costs and expenses as incurred), if the defendants in, or targets of, any such action or proceeding include both the Indemnified Party and the Indemnitor, and the Indemnified Party shall have reasonably concluded that there are or are reasonably likely to be legal defenses available to it which are different from or additional to those available to the Indemnitor or that representation by the same counsel is or is reasonably likely to be a conflict of interest. If the Indemnitor assumes such defense, the Indemnified Party shall have the right, but not the obligation, to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor, it being understood that the Indemnitor shall control such defense. If the Indemnitor assumes such defense, it shall be permitted to settle or compromise any such Action, and each Indemnified Party shall reasonably cooperate in all respects with the conduct of such defense by the Indemnitor (including the making of any related claims, counterclaim or cross complaint against any Person in connection with the Action) and/or the settlement of such Action by the Indemnitor; provided, however, that the Indemnitor will not approve of the entry of any judgment or enter into any settlement or compromise with respect to the Indemnification Claim without the Indemnified Party’s prior written approval approval, unless (which must not be withheld unreasonably). Until an Indemnitor assumes i) the defense terms of such settlement provide for a full and complete release by the third-party claimant of the Indemnification Claimclaims that are the subject of such Action in favor of the Indemnified Party, (ii) the Indemnitor does not admit or otherwise acknowledge in writing to the relevant court of Governmental Authority or third-party claimant any liability, wrongdoing or misconduct on behalf of the Indemnified Party may defend against or any of its Affiliates and (iii) such settlement is only for money damages that are paid out of the Indemnification Claim in Remaining Escrow Property or by OpCo and does not include any manner the Indemnified Party reasonably deems appropriateequitable relief. If the Indemnified Party gives an Indemnitor notice of an Indemnification Claim and the Indemnitor does not, within ten thirty (1030) days after such notice is given, (i) give notice to the Indemnified Party of its election to assume the defense of the Action or Actions subject to such Indemnification Claim and (ii) thereafter promptly assume such defense, then the Indemnified Party may conduct the defense of such Action, provided, however, that the Indemnified Party will not agree to the entry of any judgment or enter into any settlement or compromise with respect to the Action or Actions subject to any such Indemnification Claim without the prior written consent of the Indemnitor will (which consent shall not be bound unreasonably withheld or delayed). The Indemnitor may participate in any defense or settlement controlled by any judicial determination made the Indemnified Party pursuant to this Section 9.3.2 and the Indemnitor shall bear its own costs and expenses with respect to such participation. Section 9.3.3 If any Indemnified Party becomes aware of any circumstances that it reasonably expects would give rise to an Indemnification Claim or any compromise or settlement of such Indemnification Claim effected by the Indemnified Party. (b) A claim for any matter not involving a third party may be asserted by notice an Action, then such Indemnified Party shall promptly (i) notify the Indemnitor and (ii) deliver to the Indemnitor a written notice (A) describing in reasonable detail the nature of the circumstances giving rise to the Indemnification Claim and (B) to the extent known at such time, including the Indemnified Party’s estimate of the amount of Damages that may arise from such circumstances (it being understood that in no event shall such estimate limit any claim for Damages hereunder). Failure to notify the Indemnitor in accordance with this Section 9.3.3 will not relieve the Indemnitor of any liability that it may have to the Indemnified Party, except to the extent (1) the Indemnified Party from whom indemnification is soughtmaterially prejudiced by the Indemnified Party’s failure to give such notice or (2) the Indemnified Party fails to notify the Indemnitor of such Indemnification Claim in accordance with this Section 9.3.3 prior to the Survival Expiration Date. Section 9.3.4 At the reasonable request of the Indemnitor or the Indemnified Party, each such party shall grant the other party and its representatives all reasonable access to the books, records, employees and properties of such Indemnified Party to the extent reasonably related to the matters to which the applicable Indemnification Claim relates. All such access shall be granted during normal business hours and shall be granted under the conditions which shall not unreasonably interfere with the business and operations of such Indemnified Party.