Common use of Indemnification Claims Clause in Contracts

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “Indemnified Party”) shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed, denied or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party.

Indemnification Claims. A party (athe "Indemnified Party") A person entitled to indemnification from another party under the terms of this Section Agreement (an “Indemnified the "Indemnifying Party”") shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve provide the Indemnifying Party with prompt written notice (an "Indemnity Notice") of its indemnification obligation under this Agreement except and only any third party claim which the Indemnified Party believes gives rise to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, claim for indemnity against the Indemnifying Party mayhereunder. The Indemnifying Party shall be entitled, upon written notice thereof if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party, assume control of the defense of 's prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such action, suit, proceeding or third party claim. If the Indemnifying Party does not assume control accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within 30 days of receiving such defensenotice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth in this Section 8.03, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if enter into any settlement or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheldwithheld or delayed), delayed, denied or conditioned. The Indemnifying Party shall not agree to and the entering into of any settlement of such action, suit, proceeding or claim compromise or the consent to any judgment in respect thereof that does not include violation of the foregoing shall constitute a complete and unconditional release waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party from all liability with respect thereto to the extent that the Indemnifying Party pays for any loss, damage or that imposes any liability or obligation on expense suffered by the Indemnified Party without the prior written consent of the Indemnified Partyhereunder.

Indemnification Claims. (a) A person entitled In the event the Parent or the Company Stockholders are entitled, or seek to assert rights, to indemnification under this Section Article VI, the Parent or the Company Stockholders (an “Indemnified Party”as the case may be) shall give prompt written notification to the person from whom indemnification is sought Company Stockholders or the Parent (as the “Indemnifying Party”case may be) of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article VI may be sought orsought. Such notification shall be given within 20 Business Days after receipt by the party seeking indemnification of notice of such suit or proceeding, if earlier, upon and shall describe in reasonable detail (to the assertion extent known by the party seeking indemnification) the facts constituting the basis for such suit or proceeding and the amount of any such claim by a Third Party (it being understood and agreedthe claimed damages; provided, however, that no delay on the failure by an Indemnified Party to give notice part of a Third Party claim as provided the party seeking indemnification in this Section notifying the indemnifying party shall not relieve the Indemnifying Party indemnifying party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party indemnifying party may, upon written notice thereof to the Indemnified Partyparty seeking indemnification, assume control of the defense of such action, suit, suit or proceeding with counsel reasonably satisfactory to the party seeking indemnification; provided that the indemnifying party may not assume control of the defense of a suit or claimproceeding involving criminal liability or in which equitable relief is sought against the party seeking indemnification. If the Indemnifying Party indemnifying party does not so assume control of such defense, the Indemnified Party party seeking indemnification shall control such defense. (c) . The Party party not controlling such defense (the “Non-Controlling Party”) may participate therein at its own expense; provided, however, provided that if the Indemnifying Party indemnifying party assumes control of such defense and the Indemnified Party party seeking indemnification reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party indemnifying party and the Indemnified Party party seeking indemnification have conflicting interests or different defenses available with respect to such actionsuit or proceeding, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event party seeking indemnification shall the Indemnifying Party be responsible considered “Damages” for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party party controlling such defense (the “Controlling Party”) shall keep the other Non-Controlling Party advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Non-Controlling Party with respect thereto. . The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (eincluding copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The Indemnified Party indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Partyparty seeking indemnification, which consent shall not be unreasonably withheld, withheld or delayed, denied ; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or conditionedjudgment and such settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The Indemnifying Party party seeking indemnification shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto arising from, any such suit or that imposes any liability or obligation on the Indemnified Party proceeding without the prior written consent of the Indemnified Partyindemnifying party, which shall not be unreasonably withheld or delayed. (b) In order to seek indemnification under this Article VI, the party seeking indemnification shall give written notification (a “Claim Notice”) to the indemnifying party which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the party seeking indemnification, (ii) a statement that the party seeking indemnification is entitled to indemnification under this Article VI for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (c) below) in the amount of the Claimed Amount. (c) Within 20 days after delivery of a Claim Notice, the indemnifying party shall deliver to the party seeking indemnification a written response (the “Response”) in which the indemnifying party shall: (i) agree that the party seeking indemnification is entitled to receive all of the Claimed Amount, (ii) agree that the party seeking indemnification is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) or (iii) dispute that the party seeking indemnification is entitled to receive any of the Claimed Amount. If the indemnifying party in the Response disputes its liability for all or part of the Claimed Amount, the indemnifying party and the party seeking indemnification shall follow the procedures set forth in Section 6.3(d) for the resolution of such dispute (a “Dispute”). (d) During the 60-day period following the delivery of a Response that reflects a Dispute, the indemnifying party and the party seeking indemnification shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 60-day period, the indemnifying party and the party seeking indemnification shall discuss in good faith the submission of the Dispute to a mutually acceptable alternative dispute resolution procedure (which may be non-binding or binding upon the parties, as they agree in advance) (the “ADR Procedure”). In the event the indemnifying party and the party seeking indemnification agree upon an ADR Procedure, such parties shall, in consultation with the chosen dispute resolution service (the “ADR Service”), promptly agree upon a format and timetable for the ADR Procedure, agree upon the rules applicable to the ADR Procedure, and promptly undertake the ADR Procedure. The provisions of this Section 6.3(d) shall not obligate the indemnifying party and the party seeking indemnification to pursue an ADR Procedure or prevent either such Party from pursuing the Dispute in a court of competent jurisdiction; provided that, if the indemnifying party and the party seeking indemnification agree to pursue an ADR Procedure, neither the indemnifying party nor the party seeking indemnification may commence litigation or seek other remedies with respect to the Dispute prior to the completion of such ADR Procedure. Any ADR Procedure undertaken by the indemnifying party and the party seeking indemnification shall be considered a compromise negotiation for purposes of federal and state rules of evidence, and all statements, offers, opinions and disclosures (whether written or oral) made in the course of the ADR Procedure by or on behalf of the indemnifying party, the party seeking indemnification or the ADR Service shall be treated as confidential and, where appropriate, as privileged work product. Such statements, offers, opinions and disclosures shall not be discoverable or admissible for any purposes in any litigation or other proceeding relating to the Dispute (provided that this sentence shall not be construed to exclude from discovery or admission any matter that is otherwise discoverable or admissible). The fees and expenses of any ADR Service used by the indemnifying party and the party seeking indemnification shall be considered to be Damages; provided, that if the indemnifying party are determined not to be liable for Damages in connection with such Dispute, the party seeking indemnification shall pay all such fees and expenses. Notwithstanding the other provisions of this Section 6.3, if a third party asserts (other than by means of a lawsuit) that the Parent, the Surviving Corporation or any of their Subsidiaries is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which the Parent may be entitled to indemnification pursuant to this Article VI, and the Parent reasonably determines that the Surviving Corporation or any of their Subsidiaries has a valid business reason to fulfill such obligation, then (i) the Parent shall be entitled to satisfy such obligation, with prior notice to but without prior consent from the Indemnifying Stockholders, (ii) the Parent may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) the Parent shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Indemnifying Stockholders to dispute the Parent’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI). (e) For purposes of this Section 6.3 and the last two sentences of Section 6.4, any references to the Company Stockholders or the Indemnifying Stockholders (except provisions relating to an obligation to make, or a right to receive, any payments provided for in Section 6.3 or Section 6.4) shall be deemed to refer to the Indemnification Representative. (f) The Indemnification Representative shall have full power and authority on behalf of each Company Stockholder or Indemnifying Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Company Stockholders or Indemnifying Stockholders under this Article VI. The Indemnification Representative shall have no liability to any Company Stockholder or Indemnifying Stockholder for any action taken or omitted on behalf of the Company Stockholders or Indemnifying Stockholders pursuant to this Article VI.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or claimin which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall promptly furnish the Controlling Party with such information as it may have or receive with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (x) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 5.3 or (y) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Third Party Action. The Indemnifying Party shall be responsible for not agree to any settlement of, or the reasonable fees and expenses entry of counsel to any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party solely in connection therewith; providedParty, furtherwhich shall not be unreasonably withheld, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding conditioned or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, denied or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party.

Indemnification Claims. A party (a) A person entitled to indemnification under this Section (an the “Indemnified Party”) shall give prompt written notification entitled to indemnification from another party under the person from whom indemnification is sought terms of this Agreement (the “Indemnifying Party”) of shall provide the commencement Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any action, suit or proceeding relating third party claim which the Indemnified Party believes gives rise to a Third Party claim for which indemnification may indemnity against the Indemnifying Party hereunder. The Indemnifying Party shall be sought orentitled, if earlierit accepts financial responsibility for the third party claim, upon to control the assertion defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party's prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim third party claim. Except as provided set forth in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim. If the Indemnifying Party does not assume control of such defense7.03, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if enter into any settlement or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheldwithheld or delayed), delayed, denied or conditioned. The Indemnifying Party shall not agree to and the entering into of any settlement of such action, suit, proceeding or claim compromise or the consent to any judgment in respect thereof that does not include violation of the foregoing shall constitute a complete and unconditional release waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party from all liability with respect thereto to the extent that the Indemnifying Party pays for any loss, damage or that imposes any liability or obligation on expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within 30 days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior written consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 30 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of and thereafter conduct the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article IX, (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article IX and (C) such Third Party Action does not involve a criminal proceeding, action, suitindictment, proceeding allegation or claiminvestigation or seek equitable relief or relief for other than money damages against the Indemnified Party and (ii) the Indemnifying Party may only conduct such defense of such Third Party Action for as long as it does so actively and diligently. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have and as reasonably requested with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Third Party Action. The reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 9.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or claim, delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party shall be responsible for the reasonable fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses such settlement or judgment includes a complete release of counsel to the Indemnified Party solely in connection therewith; provided, further, that in from further liability and has no event shall other adverse effect on the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) Party. The Indemnified Party shall not agree to any settlement of, or the entry of such actionany judgment arising from, suit, proceeding or claim any Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article IX, denied or conditioned. The an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party and, if the Indemnified Party is a Xxxx.xxx Indemnified Party, the Escrow Agent. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that, if applicable, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three (3) Business Days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to Xxxx.xxx such amount of cash and number of Escrow Shares (and, if applicable, Earnout Escrow Shares) as have an aggregate Value that, when added to the cash, is equal to the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive the Uncontested Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Uncontested Amount, by check or by wire transfer; provided that, if applicable, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, if applicable, within three (3) Business Days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to Xxxx.xxx such amount of cash and number of Escrow Shares (and, if applicable, Earnout Escrow Shares) as have an aggregate Value that, when added to the cash, is equal to the Uncontested Amount) and dispute that the Indemnified Party is entitled to receive any of the remaining portion of the Claimed Amount or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) During the 30 day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such Dispute. If such Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of such Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit such Dispute to such arbitration, then the provisions of Section 9.3(e) shall become effective with respect to such Dispute. The provisions of this Section 9.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute. Promptly following the resolution of such Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Funds shall be distributed to Xxxx.xxx (which notice shall be consistent with the terms of the resolution of such Dispute). (e) If, as set forth in Section 9.3(d), the Indemnified Party and the Indemnifying Party agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The parties shall commence the arbitration by jointly filing a written submission with an office of the AAA in accordance with Commercial Rule 5 (or any successor provision). (iii) No depositions or other discovery shall be conducted in connection with the arbitration. (iv) Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator’s reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction, provided that the Arbitrator shall have no power or authority to grant injunctive relief, specific performance or other equitable relief. (v) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 9.3(e), or (y) address or resolve any issue not submitted by the parties. (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party’s attorneys’ fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Indemnified Party and the Indemnifying Party. (f) Notwithstanding the other provisions of this Section 9.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article IX, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then such Indemnified Party (i) shall be entitled to satisfy such obligation, without prior notice to or consent from the prior written consent Indemnifying Party, (ii) may subsequently make a claim for indemnification in accordance with the provisions of this Article IX, and (iii) shall be reimbursed, in accordance with the provisions of this Article IX, for any such Damages for which it is entitled to indemnification pursuant to this Article IX (subject to the right of the Indemnifying Party to dispute the Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article IX). (g) For purposes of this Section 9.3, (i) if one or more of the Equityholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make any payments) shall be deemed to refer to the Equityholders’ Representative, and (ii) if one or more of the Equityholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to a right to receive any payments) shall be deemed to refer to the Equityholders’ Representative. The Equityholders’ Representative shall have full power and authority on behalf of each Equityholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Equityholders under this Article IX. The Equityholders’ Representative shall have no liability to any Equityholder for any action taken or omitted on behalf of the Equityholders pursuant to this Article IX.

Indemnification Claims. A party (a) A person entitled to indemnification under this Section (an the “Indemnified Party”) shall give prompt written notification entitled to indemnification from another party under the person from whom indemnification is sought terms of this Agreement (the “Indemnifying Party”) of shall provide the commencement Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any action, suit third party claim or proceeding relating other claim which the Indemnified Party believes gives rise to a Third Party claim for which indemnification may be sought orindemnity against the Indemnifying Party hereunder. Notwithstanding the foregoing, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by of an Indemnified Party to give notice of a Third Party claim as provided in this Section promptly provide an Indemnity Notice shall not constitute a waiver by the Indemnified Party to any right to indemnification or otherwise relieve the such Indemnifying Party of its indemnification obligation under this Agreement except from any liability hereunder unless and only to the extent that such the Indemnifying Party is actually materially prejudiced as a result of thereof, and in any event shall not relieve such failure to give notice). (b) Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control from any liability which it may have otherwise than on account of the defense of such action, suit, proceeding or claimthis Article VII. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with With respect to such action, suit, proceeding or claimthird party claims, the Indemnifying Party shall be responsible entitled, if it accepts financial responsibility for the reasonable fees third party claim, to control the defense of or to settle any such third party claim at its own expense and expenses of counsel to by its own counsel; provided that the Indemnified Party solely in connection therewith; providedParty’s prior written consent (which may not be unreasonably withheld, further, that in no event shall the Indemnifying Party conditioned or delayed) must be responsible for the fees and expenses of more than one counsel in obtained prior to settling any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth in this Section 7.3, the Indemnified Party shall not agree to enter into any settlement of such action, suit, proceeding or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheldwithheld or delayed), delayed, denied or conditioned. The Indemnifying Party shall not agree to and the entering into of any settlement of such action, suit, proceeding or claim compromise or the consent to any judgment in respect thereof that does not include violation of the foregoing shall constitute a complete and unconditional release waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party from all liability with respect thereto to the extent that the Indemnifying Party pays for any loss, damage or that imposes any liability or obligation on expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior written consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party. With respect to all other claims, the Indemnifying Party shall promptly make payment of such claim upon receipt of reasonably sufficient evidence supporting such claim; provided, that if the Indemnifying Party in good faith disputes all or part of its obligation to indemnify the Indemnified Party hereunder or the amount involved, the senior management of each party shall meet to discuss and attempt to resolve such dispute between the parties and, if such dispute is not resolved within forty-five (45) days of such claim being made, then the parties may pursue other remedies.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “The Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood and agreed, however, that to the failure extent then known by an the Indemnified Party to give notice of a Party) the facts constituting the basis for such Third Party claim as provided Action and the amount of the claimed damages. No delay or failure on the part of the Buyer in this Section so notifying the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) delay or failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party on behalf of Indemnifying Party that any damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article V, (B) the ad damnum in such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the current Value of the remaining Escrow Shares, and (C) an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Indemnified Party or the business, operations or future conduct of the Indemnified Party and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action involving Taxes, any Governmental Entity or criminal liability or in which equitable relief is sought against the Indemnified Party or any of its Subsidiaries. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 5.2(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or claim, delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party shall be responsible for the reasonable fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses such settlement or judgment includes a complete release of counsel to the Indemnified Party solely from further liability and has no other adverse effect on the Indemnified Party. Except as provided in connection therewith; providedSection 5.2(e), further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article V, denied or conditioned. The an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party without is entitled to receive all of the prior Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written consent notice executed by the Buyer and the Seller Representative instructing the Escrow Agent to distribute to the Buyer such number of Escrow Shares as have an aggregate Value equal to the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by the Buyer and the Seller Representative instructing the Escrow Agent to distribute to the Buyer such number of Escrow Shares as have an aggregate Value equal to the Claimed Amount) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If no Response is delivered by the Indemnifying Party within such 20-day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party. Acceptance by the Indemnified Party of partial payment of any Claimed Amount shall be without prejudice to the Indemnified Party’s right to claim the balance of any such Claimed Amount. For purposes of this Article V, the “Value” of any Escrow Shares delivered in satisfaction of an indemnity claim shall be the average of the last reported sale prices per share of the Buyer Common Stock on NASDAQ over the five consecutive trading days ending two trading days before such Escrow Shares are distributed by the Escrow Agent to the Buyer as provided above (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock since the beginning of such five-day period), multiplied by the number of such Escrow Shares. (d) Any Dispute shall be resolved in accordance with Section 8.12. If the Indemnified Party is the Buyer and the Buyer seeks to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Seller Representative and the Buyer shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Account shall be distributed to the Buyer (which notice shall be consistent with the terms of the resolution of the Dispute). (e) Without limitation of Section 1.6, the Seller Representative shall have full power and authority on behalf of each Seller to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Sellers under this Article V. The Seller Representative shall have no liability to any Sellers for any action taken or omitted on behalf of the Sellers pursuant to this Article V.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or claimequal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or claimdelayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event with respect to the matter which would have been concluded or settled shall be limited to the Indemnifying Party be responsible amount for which such matters could have been concluded or settled but for the fees and expenses of more than one counsel in any one jurisdiction for all fact the Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VII, denied or conditionedan Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. The If the Indemnified Party is the Buyer, the Indemnifying Party shall not agree deliver a copy of the Claim Notice to any settlement both the Seller and the Escrow Agent. (c) Within 20 days after delivery of such actiona Claim Notice, suit, proceeding or claim or consent the Indemnifying Party shall deliver to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse to the Buyer an amount from the Escrow Fund equal to the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse to the Buyer from the Escrow Fund an amount equal to the Agreed Amount) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then the provisions of Section 7.3(e) shall become effective with respect to such Dispute. The provisions of this Section 7.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Indemnifying Party and the Indemnified Party to arbitrate any Dispute, such Dispute shall be resolved in a state or federal court sitting in the Commonwealth of Kentucky, in accordance with Section 10.12. If the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Fund shall be disbursed to the Buyer (which notice shall be consistent with the terms of the resolution of the Dispute). (e) If, as set forth in Section 7.3(d), the Indemnified Party and the Indemnifying Party agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by the Arbitrator in accordance with the Commercial Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The parties shall commence the arbitration by jointly filing a written submission with the office of the AAA having responsibility for matters to be arbitrated in Louisville, Kentucky, in accordance with Commercial Rule 5 (or any successor provision). (iii) No depositions or other discovery shall be conducted in connection with the arbitration. (iv) Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator's reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 10.12), provided that the Arbitrator shall have no power or authority to grant injunctive relief, specific performance or other equitable relief. (v) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 7.3(e), or (y) address or resolve any issue not submitted by the parties. (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party's attorneys' fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Indemnified Party and the Indemnifying Party. (f) Notwithstanding the other provisions of this Section 7.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VII, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the prior written consent Indemnifying Party, and (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VII, and shall be reimbursed, in accordance with the provisions of this Article VII, for any such Damages for which it is entitled to indemnification pursuant to this Article VII (subject to the right of the Indemnifying Party to dispute the Indemnified Party's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VII). (g) Any amounts to be disbursed by the Escrow Agent hereunder shall first be satisfied against the Value of the Escrow Shares and second against any other assets held in the Escrow Fund.

Indemnification Claims. (a) A person entitled to An Indemnitee seeking indemnification under this Section (an “Indemnified Party”) hereunder shall give prompt make claims for indemnification by giving written notification notice thereof to the person from whom Representative promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought (for a claim or liability asserted by a third party, the “Indemnifying Party”) Indemnitee shall also give written notice thereof to the Representative promptly after it receives notice of the commencement of any actionclaim or liability being asserted, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that but the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section do so shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement Stockholders from any liability except and only to the extent that it is prejudiced by the failure or delay in giving such Indemnifying Party is actually prejudiced as notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by a result of such failure to give notice). third party. Within twenty (b) Within thirty (3020) days after delivery of receiving such notification, notice the Indemnifying Party may, upon Representative shall give written notice thereof to the Indemnified PartyIndemnitee stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the Representative fails to give notice that it disputes an indemnification claim within twenty (20) days after receipt of notice thereof, assume control it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The Representative shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the Indemnitee, which consent shall not be unreasonably withheld) as long as the Representative is conducting a good faith and diligent defense. The Indemnitee shall at all times have the right to fully participate at its own expense in the defense of such actiona third party claim or liability, suit, proceeding directly or claim. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expensethrough counsel; provided, however, that if the Indemnifying Party assumes control named parties to the Legal Proceeding include both the Representative and the Indemnitee and the Indemnitee is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Indemnitee may engage separate counsel at its own expense. If no such notice of intent to dispute and defend a third party claim or liability is given by the Representative, or if such good faith and diligent defense is not being or ceases to be conducted by the Representative, the Indemnitee shall have the right, at the expense of the Representative, to undertake the defense of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests claim or liability (with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made selected by the other Party Representative), and to compromise or settle it, with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying PartyRepresentative, which consent shall not be unreasonably withheld, delayed, denied or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or If the third party claim or consent to any judgment liability is one that by its nature cannot be defended solely by the Representative, then the Indemnitee shall make available such information and assistance as the Representative may reasonably request and shall cooperate with the Representative in respect thereof that does not include a complete and unconditional release such defense, at the expense of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified PartyIndemnifying Stockholders.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent then known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount or good faith estimate of the claimed Damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party may not assume control of the defense of a Third Party Action involving criminal liability or claimin which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof, to assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided, however, that if . The Controlling Party shall keep the Indemnifying Non-controlling Party assumes control advised of the status of such defense Third Party Action and the Indemnified defense thereof and shall consider in good faith recommendations made by the Non-controlling Party reasonably concludes, based on advice from counsel, that with respect thereto. The Non-controlling Party shall furnish the Indemnifying Controlling Party and the Indemnified Party with such information as it may have conflicting interests with respect to such actionThird Party Action (including copies of any summons, suit, proceeding complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the Indemnifying same) and shall otherwise cooperate with and assist the Controlling Party shall be responsible for in the defense of such Third Party Action. The reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewithwith respect to a Third Party Action shall be considered Damages for purposes of this Agreement if the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 6.3(a). The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed; provided, further, provided that in no event the consent of the Indemnified Party shall not be required if the Indemnifying Party be responsible for the fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised settlement or judgment includes a complete release of the status of such action, suit, proceeding or claim Indemnified Party from further liability and has no other material adverse effect on the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VI, denied an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. (c) Within 30 days after delivery of a Claim Notice pursuant to clause (b) of this section, the Indemnifying Party shall deliver to the Indemnified Party a Response, in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount; (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount; or conditioned(iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. The Indemnifying Party shall not agree to any settlement may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such action, suit, proceeding or claim or consent to any judgment in respect thereof that portion of the Claimed Amount does not include a complete and unconditional release of constitute Damages for which the Indemnified Party from is entitled to indemnification under this Article VI, including, without limitation, as a result of a good faith belief that the Indemnifying Party has insufficient information to determine whether or not all liability with respect thereto or that imposes any liability or obligation on such portion of the Claimed Amount constitutes Damages for which the Indemnified Party without is entitled to indemnification under this Article VI. If no Response is delivered by the prior written consent Indemnifying Party within such 30-day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party; provided, however, that the foregoing sentence shall not apply if (i) the Indemnified Party delivers a Claim Notice pursuant to Section 9.7 but the Indemnifying Party fails to receive it or (ii) the Indemnifying Party delivers a Response within such 30-day period pursuant to this subparagraph (c) and Section 9.7 of this Agreement but the Indemnified Party fails to receive the Response and in each case such failure is solely due to events outside the control of the Indemnifying Party. Acceptance by the Indemnified Party of partial payment of any Claimed Amount shall be without prejudice to the Indemnified Party's right to claim the balance of any such Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall submit the Dispute to binding arbitration and such Dispute shall be resolved in accordance with Section 6.3(e). (e) Any arbitration shall be conducted by a single arbitrator (the "Arbitrator") in accordance with the Commercial Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) Either party shall commence the arbitration by filing a written submission with the New York, New York office of the AAA in accordance with Commercial Rule 5 (or any successor provision). (iii) All depositions or other discovery shall be conducted pursuant to the applicable U.S. federal rules relating to discovery. (iv) The parties shall use commercially reasonable efforts to cause the Arbitrator to prepare and distribute to the parties, not later than 30 days after the conclusion of the arbitration hearing, a writing setting forth the arbitral award and the Arbitrator's reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 9.11). (v) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 6.3(e), or (y) address or resolve any issue not submitted by the parties. (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party's attorneys' fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Indemnified Party and the Indemnifying Party.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling such defense may participate therein in any such contest, defense, litigation or settlement conducted by the Controlling Party, and be represented by counsel, at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint, or other pleading that may have been served on such party and any written claim, demand, invoice, billing, or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any such Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned, or claim, delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party shall be responsible for the reasonable fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses such settlement or judgment includes a complete release of counsel to the Indemnified Party solely in connection therewith; provided, further, that in from further liability and has no event shall other adverse effect on the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned, or delayed. (b) In order to seek indemnification under this Article VII, denied or conditioned. The an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or the Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party without is entitled to receive all of the Claimed Amount (in which case the written response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the written response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Response creates a Dispute, the Indemnifying Party and the Indemnified Party shall follow the procedures set forth in Section 7.3(d) for the resolution of such Dispute. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use Reasonable Best Efforts to resolve the Dispute. If the Buyer and the Seller do not reach a resolution of the Dispute within 30 days, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear the Dispute), who shall use reasonable efforts to resolve the Dispute. If the Dispute has not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to this Section 7.3(d), the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to an ADR Procedure. In the event the Indemnifying Party and the Indemnified Party agree upon an ADR Procedure, such parties shall, in consultation with the ADR Service, promptly agree upon a format and timetable for the ADR Procedure, agree upon the rules applicable to the ADR Procedure, and promptly undertake the ADR Procedure. The provisions of this Section 7.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to pursue an ADR Procedure or prevent either such party from pursuing the Dispute in a court of competent jurisdiction; provided that, if the Indemnifying Party and the Indemnified Party agree to pursue an ADR Procedure, neither the Indemnifying Party nor the Indemnified Party may commence litigation or seek other remedies with respect to the Dispute prior to the completion of such ADR Procedure. Any ADR Procedure undertaken by the Indemnifying Party and the Indemnified Party shall be considered a compromise negotiation for purposes of federal and state rules of evidence, and all statements, offers, opinions and disclosures (whether written consent or oral) made in the course of the ADR Procedure by or on behalf of the Indemnifying Party, the Indemnified Party or the ADR Service shall be treated as confidential and, where appropriate, as privileged work product. Such statements, offers, opinions and disclosures shall not be discoverable or admissible for any purposes in any litigation or other proceeding relating to the Dispute (provided that this sentence shall not be construed to exclude from discovery or admission any matter that is otherwise discoverable or admissible). The fees and expenses of any ADR Service used by the Indemnifying Party and the Indemnified Party shall be shared equally by the Indemnifying Party and the Indemnified Party.. Notwithstanding anything to the contrary contained herein, the Seller shall have the right at its sole discretion, to conduct the remediation, cleanup, investigation or other response action on the properties subject to the Real Property Lease with respect to any environmental liabilities for which Buyer is entitled to indemnity under this Agreement that

Indemnification Claims. (a) A person In order for an Indemnified Party to be entitled to any indemnification provided for under this Section (an “Indemnified Party”) shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) 7.2 or 7.3 in respect of, arising out of the commencement of any action, suit or proceeding relating to involving a Third Party claim for which indemnification may be sought orClaim, if earlier, upon such Indemnified Party must notify the assertion Indemnifying Party in writing of any such claim by a the Third Party Claim within twenty (it being understood and agreed20) Business Days after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section such notification shall not relieve affect the Indemnifying Party of its indemnification obligation provided under this Agreement Section 7.2 or 7.3, except to the extent (and only to the extent that such extent) the Indemnifying Party is has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) Business Days after the Indemnified Party’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that failure to give notice). such notification shall not affect the indemnification provided under Section 7.2 or 7.3, except to the extent (band only to the extent) Within thirty (30) days after delivery the Indemnifying Party has been actually prejudiced as a result of such notificationfailure. The Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim at the Indemnifying Party’s expense, and at its option shall be entitled to assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense, provided that the Indemnifying Party first enters into a written agreement satisfactory to the Indemnified Party pursuant to which the Indemnifying Party is unconditionally obligated to pay any Losses which may arise with respect to such Third Party Claim (subject to any applicable limitations herein). Notwithstanding the foregoing, the Indemnifying Party may, upon written notice thereof shall not be entitled to control the defense of a Third Party Claim (and the Indemnified Party, Party shall be entitled to maintain or assume control of the defense of such Third Party Claim) if (i) the Third Party Claim relates to or involves any criminal proceeding, action, suitindictment, allegation or investigation; (ii) the Third Party Claim involves a customer, supplier or other material business relationship of an Indemnified Party; (iii) the Third Party Claim seeks an injunction or other equitable relief against an Indemnified Party; (iv) the Indemnified Party believes that the Losses relating to the claim could reasonably be expected to exceed the maximum amount that such Indemnified Party would then be entitled to recover under this Article VII or; (v) the Third Party Claim is a Tax Proceeding the defense of which cannot be conducted separately from the defense of any audit, claim or other proceeding or claiminvolving Taxes that are not Seller Taxes. If the Indemnifying Party does not assume control has assumed the defense of such defensea Third Party Claim in accordance with the terms hereof, the Indemnified Party shall control be entitled to participate in the defense of such defense. claim and to employ counsel of its choice for such purpose, and the fees and expenses of such separate counsel shall be borne by the Indemnified Party other than (ci) The Party not controlling any fees and expenses of such defense may participate therein at its own expense; provided, however, separate counsel that if are incurred prior to the date the Indemnifying Party assumes control of such defense or in the event Indemnifying Party does not actively and diligently defend the Third Party Claim following assumption and (ii) any fees and expenses of such separate counsel if the Indemnified Party reasonably concludes, based on shall have concluded (upon advice from of its counsel, ) that there may be one or more legal defenses available to such Indemnified Party that are not available to the Indemnifying Party and or that the Indemnified Party and the Indemnifying Party may have conflicting different, conflicting, or adverse legal positions or interests with respect to such action, suit, proceeding or claim, the Indemnifying Third Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed, denied or conditionedClaim. The Indemnifying Party shall not agree to any settlement of such actionnot, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party, settle, compromise, consent to the entry of any judgment with respect to or offer to settle, compromise or consent to the entry of any judgment with respect to any Third Party Claim on a basis which (i) would result in injunctive or other equitable relief being imposed against any Indemnified Party, or a finding or admission of any violation of Law being made by any Indemnified Party or (ii) does not expressly and unconditionally release all Indemnified Parties from all liabilities and obligations with respect to such Third Party Claim, or (iii) in the case of a Tax Proceeding, could result in a Purchaser Indemnified Party incurring Taxes that are not Seller Taxes. (b) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver written notice of such claim pursuant to Section 9.3 below with reasonable promptness to the Indemnifying Party within the survival period (if there is an applicable survival period pursuant to Section 7.1 above); provided, however, that failure to give such notification shall not affect the indemnification provided under Section 7.2 or 7.3, except to the extent (and only to the extent) the Indemnifying Party has been actually prejudiced as a result of such failure. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) Business Days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under Section 7.2 or 7.3 and the Indemnifying Party shall pay the amount of the Losses stated in such notice to the Indemnified Party on demand or, in the case of any notice in which the Losses (or any portion thereof) are estimated, on such later date when the amount of such Losses (or such portion thereof) becomes finally determined.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “Indemnified Party”) The Buyer shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Representative of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Buyer of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that then known by the Buyer) the facts constituting the basis for such Indemnifying Third Party is actually prejudiced as a result Action and the amount of the claimed damages. No delay or failure on the part of the Buyer in so notifying the Representative shall relieve the Equity Holders of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure to give notice). (b) delay or failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party Representative may, upon written notice thereof to the Indemnified PartyBuyer, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Buyer; provided that (i) the Representative may only assume control of such defense if (A) he, suitshe or it acknowledges in writing to the Buyer that any damages, proceeding fines, costs or claim. If other liabilities that may be assessed against the Indemnifying Buyer in connection with such Third Party Action constitute Damages for which the Buyer shall be indemnified pursuant to this Article VI, (B) the ad damnum does not exceed 110% of the amount of Damages for which the Equity Holders are liable under this Article VI, and (C) an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Buyer or the business, operations or future conduct of the Buyer and (ii) the Representative may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Buyer and may not assume control of any Tax Proceeding to the extent such defenseTax Proceeding involves consolidated or combined Tax Returns of the Buyer for any Tax period (or portion thereof) after the Closing Date or a potential Tax liability which may exceed 110% of the amount for which the Equity Holders may be liable under this Article VI after taking into account the amount of all other liabilities for which claims have been made by the Buyer. If the Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Buyer with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnifying Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 6.2(a) or (ii) the Representative assumes control of such defense and the Indemnified Party Buyer reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party Representative and the Indemnified Party Buyer have conflicting interests or different defenses available with respect to such action, suit, proceeding or claim, the Indemnifying Third Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) Action. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party Representative shall not agree to any settlement of, or the entry of such actionany judgment arising from, suit, proceeding or claim any Third Party Action without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Buyer shall not be required if the Representative agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Buyer from further liability and has no other adverse effect on the Buyer. Except as provided in Section 6.2(f) below, denied or conditioned. The Indemnifying Party the Buyer shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any such Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Action without the prior written consent of the Indemnified PartyRepresentative, which shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VI, the Buyer shall deliver a Claim Notice to the Representative. (c) Within 30 days after delivery of a Claim Notice, the Representative shall deliver to the Buyer a Response, in which the Representative, on behalf of the Equity Holders, shall: (i) agree that the Buyer is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a letter instructing the Escrow Agent to disburse to the Buyer from the Indemnification Escrow Shares a number of shares that if multiplied by a value of $12.50 per share will equal the Claimed Amount), (ii) agree that the Buyer is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a letter instructing the Escrow Agent to disburse to the Buyer from the Indemnification Escrow Shares a number of shares that if multiplied by a value of $12.50 per share will equal the Agreed Amount) or (iii) dispute that the Buyer is entitled to receive any of the Claimed Amount. The Equity Holders may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Buyer is entitled to indemnification under this Article VI. If no Response is delivered by the Equity Holders within such 30-day period, the Equity Holders shall be deemed to have agreed that all of the Claimed Amount is owed to the Buyer. Acceptance by the Buyer of partial payment of any Claimed Amount shall be without prejudice to the Buyer's right to claim the balance of any such Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Equity Holders and the Buyer shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Equity Holders and the Buyer shall submit the Dispute to binding arbitration and such Dispute shall be resolved in accordance with Section 6.2(e). (e) Any arbitration shall be conducted in San Francisco, California, in the case of a claim made by the Buyer, or in Boston, Massachusetts, in the case of a claim made by the Representative, by a single arbitrator (the "Arbitrator") in accordance with the Commercial Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling; (ii) Either party shall commence the arbitration by filing a written submission with the office of the AAA in the appropriate city and state as provided by this Section 6.2(e) in accordance with Commercial Rule 5 (or any successor provision); (iii) All depositions or other discovery shall be conducted pursuant to the applicable U.S. federal rules relating to discovery; (iv) Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator's reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 12.11); (v) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 6.2(e), or (y) address or resolve any issue not submitted by the parties; and (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party's attorneys' fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Buyer and the Equity Holders. (f) Notwithstanding the other provisions of this Section 6.2, if a third party asserts (other than by means of a lawsuit) that the Buyer is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which the Buyer may be entitled to indemnification pursuant to this Article VI, and the Buyer reasonably determines that it has a valid business reason to fulfill such obligation, then (i) the Buyer shall be entitled to satisfy such obligation, without prior notice to or consent from the Representative or the Equity Holders, (ii) the Buyer may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) the Buyer shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Equity Holders to dispute the Buyer's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI). (g) The Representative shall have full power and authority on behalf of each Equity Holder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Equity Holders under this Article VI. The Representative shall have no liability to any Equity Holder for any action taken or omitted on behalf of the Equity Holders pursuant to this Article VI.

Indemnification Claims. (a) A person As promptly as practicable (and in any event within five (5) Business Days) after an Indemnified Party receives notice of the commencement of any third-party claim, action or proceeding (a "Third Party Claim") or the occurrence of any fact which may become the basis of a Third Party Claim in respect of which an Indemnified Party is entitled to indemnification under this Section (an “Agreement, such Indemnified Party”) Party shall give prompt written notification to notify in writing the person from whom indemnification is sought indemnifying party of such Third Party Claim (the “"Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed"); provided, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section such notification shall not relieve affect the indemnification provided hereunder except to the extent the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) 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 Claim. (b) Within thirty (30) days after delivery of such notificationIf a Third Party Claim is made against an Indemnified Party, the Indemnifying Party mayshall be entitled to participate in the defense thereof and, upon written notice if it so chooses, to assume the defense and settlement thereof at the Indemnifying Party's expense, with counsel selected by the Indemnifying Party, if the Indemnifying Party acknowledges its indemnity obligation and assumes and holds such Indemnified Party harmless from and against the full amount of any Loss resulting therefrom (it being expressly understood and agreed that such acknowledgment shall not constitute a waiver or modification of the $15,000,000 cap set forth in Section 7.10(c)); provided, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the expenses of the Indemnified Party (including the reasonable fees and expenses of its counsel, such counsel not reasonably objected to by the Indemnifying Party) if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be materially detrimental or injurious to the Indemnified Party's reputation or future business prospects in Latin America or (iv) upon petition by the Indemnified Party, assume control of the defense of appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such action, suit, proceeding or claim. If the Indemnifying Party does not elects to assume control the defense of a Third Party Claim, it shall promptly deliver written notice to the Indemnified Party notifying it of the Indemnifying Party's election. (c) If the Indemnifying Party assumes such defense, (i) the Indemnified Party shall be permitted to participate in the defense thereof and to employ counsel (not reasonably objected to by the Indemnifying Party), at its own expense, and (ii) all of the Indemnified Parties shall cooperate reasonably with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's reasonable request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall control agree to any settlement, compromise or discharge of a Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such defenseThird Party Claim and which releases the Indemnifying Party in connection with such Third Party Claim. (cd) The Party not controlling such defense may participate therein at its own expense; provided, however, that if If the Indemnifying Party assumes control of does not assume, or is not entitled to assume, such defense and the Indemnified Party reasonably concludesdefense, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, (i) the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel permitted to the Indemnified Party solely participate in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made to employ counsel (not reasonably objected to by the other Indemnified Party), at its own expense and (ii) all of the Indemnifying Parties shall cooperate reasonably with the Indemnified Party with respect theretoin the defense or prosecution thereof. (e) The Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not agree to admit any settlement of liability with respect to, or settle, compromise or discharge, such action, suit, proceeding or claim Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed, denied or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the 's prior written consent of the Indemnified Partyconsent.

Indemnification Claims. (a) A person entitled In the event Acquiror or the Acquiree Stockholders are entitled, or seek to assert rights, to indemnification under this Section Article VI, Acquiror or Acquiree Stockholders (an “Indemnified Party”as the case may be) shall give prompt written notification to the person from whom indemnification is sought Acquiree Stockholders or Acquiror (as the “Indemnifying Party”case may be) of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article VI may be sought orsought. Such notification shall be given within 20 business days after receipt by the party seeking indemnification of notice of such suit or proceeding, if earlier, upon and shall describe in reasonable detail (to the assertion extent known by the party seeking indemnification) the facts constituting the basis for such suit or proceeding and the amount of any such claim by a Third Party (it being understood and agreedthe claimed damages; provided, however, that no delay on the failure by an Indemnified Party to give notice part of a Third Party claim as provided the party seeking indemnification in this Section notifying the indemnifying party shall not relieve the Indemnifying Party indemnifying party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party indemnifying party may, upon written notice thereof to the Indemnified Partyparty seeking indemnification, assume control of the defense of such action, suit, suit or proceeding with counsel reasonably satisfactory to the party seeking indemnification; provided that the indemnifying party may not assume control of the defense of a suit or claimproceeding involving criminal liability or in which equitable relief is sought against the party seeking indemnification. If the Indemnifying Party indemnifying party does not so assume control of such defense, the Indemnified Party party seeking indemnification shall control such defense. (c) . The Party party not controlling such defense (the “Non-Controlling Party”) may participate therein at its own expense; provided, however, provided that if the Indemnifying Party indemnifying party assumes control of such defense and the Indemnified Party party seeking indemnification reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party indemnifying party and the Indemnified Party party seeking indemnification have conflicting interests or different defenses available with respect to such actionsuit or proceeding, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event party seeking indemnification shall the Indemnifying Party be responsible considered “Damages” for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party party controlling such defense (the “Controlling Party”) shall keep the other Non-Controlling Party advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Non-Controlling Party with respect thereto. . The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (eincluding copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The Indemnified Party indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Partyparty seeking indemnification, which consent shall not be unreasonably withheld, withheld or delayed, denied ; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or conditionedjudgment and such settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The Indemnifying Party party seeking indemnification shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto arising from, any such suit or that imposes any liability or obligation on the Indemnified Party proceeding without the prior written consent of the Indemnified Partyindemnifying party, which shall not be unreasonably withheld or delayed. (b) In order to seek indemnification under this Article VI, the party seeking indemnification shall give written notification (a “Claim Notice”) to the indemnifying party which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the party seeking indemnification, (ii) a statement that the party seeking indemnification is entitled to indemnification under this Article VI for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (c) below) in the amount of the Claimed Amount. (c) Within 20 days after delivery of a Claim Notice, the indemnifying party shall deliver to the party seeking indemnification a written response (the “Response”) in which the indemnifying party shall: (i) agree that the party seeking indemnification is entitled to receive all of the Claimed Amount, (ii) agree that the party seeking indemnification is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) or (iii) dispute that the party seeking indemnification is entitled to receive any of the Claimed Amount. If the indemnifying party in the Response disputes its liability for all or part of the Claimed Amount, the indemnifying party and the party seeking indemnification shall follow the procedures set forth in Section 6.3(d) for the resolution of such dispute (a “Dispute”). (d) During the 60-day period following the delivery of a Response that reflects a Dispute, the indemnifying party and the party seeking indemnification shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 60-day period, the indemnifying party and the party seeking indemnification shall discuss in good faith the submission of the Dispute to a mutually acceptable alternative dispute resolution procedure (which may be non-binding or binding upon the parties, as they agree in advance) (the “ADR Procedure”). In the event the indemnifying party and the party seeking indemnification agree upon an ADR Procedure, such parties shall, in consultation with the chosen dispute resolution service (the “ADR Service”), promptly agree upon a format and timetable for the ADR Procedure, agree upon the rules applicable to the ADR Procedure, and promptly undertake the ADR Procedure. The provisions of this Section 6.3(d) shall not obligate the indemnifying party and the party seeking indemnification to pursue an ADR Procedure or prevent either such Party from pursuing the Dispute in a court of competent jurisdiction; provided that, if the indemnifying party and the party seeking indemnification agree to pursue an ADR Procedure, neither the indemnifying party nor the party seeking indemnification may commence litigation or seek other remedies with respect to the Dispute prior to the completion of such ADR Procedure. Any ADR Procedure undertaken by the indemnifying party and the party seeking indemnification shall be considered a compromise negotiation for purposes of federal and state rules of evidence, and all statements, offers, opinions and disclosures (whether written or oral) made in the course of the ADR Procedure by or on behalf of the indemnifying party, the party seeking indemnification or the ADR Service shall be treated as confidential and, where appropriate, as privileged work product. Such statements, offers, opinions and disclosures shall not be discoverable or admissible for any purposes in any litigation or other proceeding relating to the Dispute (provided that this sentence shall not be construed to exclude from discovery or admission any matter that is otherwise discoverable or admissible). The fees and expenses of any ADR Service used by the indemnifying party and the party seeking indemnification shall be considered to be Damages; provided, that if the indemnifying party are determined not to be liable for Damages in connection with such Dispute, the party seeking indemnification shall pay all such fees and expenses. (e) For purposes of this Section 6.3 and the last two sentences of Section 6.4, any references to the Acquiree Stockholders or the Indemnifying Stockholders (except provisions relating to an obligation to make, or a right to receive, any payments provided for in Section 6.3 or Section 6.4) shall be deemed to refer to the Indemnification Representative. The Indemnification Representative shall have full power and authority on behalf of each Acquiree Stockholders or Indemnifying Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, Acquiree Stockholders or Indemnifying Stockholders under this Article VI. The Indemnification Representative shall have no liability to any Acquiree Stockholder or Indemnifying Stockholder for any action taken or omitted on behalf of Acquiree Stockholders or Indemnifying Stockholders pursuant to this Article VI.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “Indemnified Party”) shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim In order for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice be entitled to any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party claim as provided in this Section shall not relieve Claim, such Indemnified Party must notify the Indemnifying Party in writing of its indemnification obligation under this Agreement except and only the Third Party Claim (including in such notice a brief description of the applicable claims, including damages sought or estimated, to the extent actually known by the Indemnified Party) within 20 Business Days after receipt by such Indemnified Party of notice of such Third Party Claim (a "Claim Notice"); provided that failure to give such notification shall not affect the indemnification provided under Section 7.1 or 7.2 except to the extent the Indemnifying Party is has been actually prejudiced as a result of such failure failure. Thereafter, the Indemnified Party shall deliver to give notice)the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents received by the Indemnified Party relating to such Third Party Claim. (b) Within thirty The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (30at the sole cost and expense of the Indemnifying Party) days after delivery with counsel selected by the Indemnifying Party provided that (i) the Indemnifying Party provides the Indemnified Party notice of its election to assume the defense of such notificationThird Party Claim within 15 days of receipt of the applicable Claim Notice, (ii) the Indemnifying Party has the financial resources to pay damages that could reasonably be expected to arise from such Third Party Claim, and (iii) such counsel selected by the Indemnifying Party is reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party may, upon written notice thereof will not be liable to the Indemnified Party, assume control of Party under this Section 7.3 for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of such actioninvestigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, suitafter conferring with its counsel, proceeding that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or claim. If the Indemnifying Party does not assume control potential conflicts of such defenseinterest, the Indemnified Party shall control have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if separate counsel shall be paid by the Indemnifying Party assumes control of such defense Party, and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, (2) the Indemnifying Party shall be responsible liable for the reasonable fees and expenses of counsel to employed by the Indemnified Party solely in connection therewith; provided, further, that in no event shall for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give the Claim Notice as provided above). If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense (except as otherwise provided herein), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. If the Indemnifying Party assumes the defense of the Third Party Claim, it will be responsible conclusively established for purposes of this Agreement and the Contribution Agreement that the claims made in that Third Party Claim are within the scope and subject to indemnification pursuant to this Article 7. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of more counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than one counsel in money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any one jurisdiction related claim for money damages. The indemnification required by Section 7.1 or 7.2, as the case may be, shall be made by prompt payments of the amount thereof during the course of the investigation or defense, as and when bills are received or the indemnifiable Loss is incurred. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all Indemnified Parties. (d) The Party controlling the parties hereto reasonably necessary for such defense or prosecution shall keep reasonably cooperate in the other defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision to the Indemnifying Party advised of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the status Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such actionThird Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of liability in connection with such Third Party Claim; provided that without the Indemnified Party's consent, suit, proceeding the Indemnifying Party shall not consent to entry of any judgment or claim and enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or (y) that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such Third Party Claim. If the Indemnifying Party shall have assumed the defense thereof and shall consider recommendations made by of a Third Party Claim, the other Party with respect thereto. (e) The Indemnified Party shall not agree to admit any settlement of liability with respect to, or settle, compromise or discharge, such action, suit, proceeding or claim Third Party Claim without the Indemnifying Party's prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld). (c) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement other than in respect of, delayedarising out of or involving a Third Party Claim, denied or conditioned. The such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party shall not agree to any settlement of (including in such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include notice a complete and unconditional release brief description of the Indemnified Party from all liability with respect thereto applicable claims, including damages sought or that imposes any liability or obligation on estimated, to the Indemnified Party without the prior written consent of extent actually known by the Indemnified Party); provided that failure to give such notification shall not affect the indemnification provided under Section 7.1 or 7.2 except to the extent the Indemnifying Party has been actually prejudiced as a result of such failure.

Indemnification Claims. (a) A person entitled to indemnification under this Section In order for a Buyer Indemnified Party (an “Indemnified Party”) shall give prompt written notification to the person from whom be entitled to any indemnification is sought provided for under Section 6.1 in respect of, arising out of or involving an Action initiated or commenced by or on behalf of a Third Party (a “Third Party Claim”), such Indemnified Party must notify Seller (the “Indemnifying Party”) in writing of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification Claim (including in such notice a brief description of the applicable claim(s), including damages sought or estimated, to the extent actually known by such Indemnified Party) within 20 Business Days after receipt by such Indemnified Party of actual notice of the Third Party Claim (or such earlier deadline as may be sought or, if earlier, upon required to timely respond to the assertion of any such claim by a Third Party (it being understood and agreedClaim); provided, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section such notification shall not relieve affect the indemnification provided under Section 6.1 except to the extent the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is has been actually prejudiced as a result of such failure failure. The Indemnifying Party shall have the right to give notice). undertake the defense or opposition to such Third Party Claim (bat the Indemnifying Party’s expense) Within thirty with counsel selected by it and reasonably satisfactory to the Indemnified Party so long as (30i) days after delivery of such notification, the Indemnifying Party may, upon gives written notice thereof to the Indemnified PartyParty within 20 Business Days after it has been notified of the Third Party Claim that it will defend the Indemnified Party against such Third Party Claim, assume control of (ii) the Third Party Claim does not seek an injunction or other equitable relief against the Indemnified Party and does not relate to or arise in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party has not been advised in writing by outside counsel that a substantive legal conflict exists between the Indemnified Party and the Indemnifying Party in connection with conducting the defense of such actionthe Third Party Claim, suit, proceeding or claim. If and (iv) the Indemnifying Third Party Claim does not assume control allege the infringement of such defense, the Intellectual Property Rights of any Person by the Indemnified Party. Neither the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, nor the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified settle any Third Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim Claim without the prior written consent of the Indemnifying Party, other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, denied or conditioned. The that the Indemnifying Party shall not agree to any settlement of may settle such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Claim without the prior written consent of the Indemnified Party if (1) the claimant in such Third Party Claim provides to the Indemnified Party an unqualified release of such Indemnified Party from all liability in respect of such Third Party Claim, (2) such settlement does not involve any injunctive relief binding upon the Indemnified Party, (3) such settlement does not encumber any of the material assets of the Indemnified Party or impose any restriction or condition that would apply to or materially affect such Indemnified Party or the conduct of such Indemnified Party’s businesses, and (4) such settlement does not involve any admission of liability or wrongdoing by the Indemnified Party. (b) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver written notice of such claim with reasonable promptness to the Indemnifying Party (including in such notice a brief description of the applicable claim(s), including damages in good faith sought or estimated, to the extent actually known by such Indemnified Party); provided, however, that failure to give such notification shall not affect the indemnification provided under Section 6.1 except to the extent the Indemnifying Party has been actually prejudiced as a result of such failure. If the Indemnifying Party does not notify the Indemnified Party within 20 Business Days following its receipt of such notice that the Indemnifying Party disputes the indemnity claimed by the Indemnified Party under Section 6.1 such indemnity claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability to be indemnified under Section 6.1 or Section 6.2 and the Indemnified Party shall be indemnified for the amount of the Losses stated in such notice to the Indemnified Party on demand or, in the case of any notice in which the Losses (or any portion thereof) are estimated, on such later date when the amount of such Losses (or such portion thereof) becomes finally determined.

Indemnification Claims. A party (a) A person entitled to indemnification under this Section (an the “Indemnified Party”) shall give prompt written notification entitled to indemnification from the person from whom indemnification is sought other party under the terms of this Agreement (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of its indemnification obligation under this Agreement except and only any third party claim which the Indemnified Party believes gives rise to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, claim for indemnity against the Indemnifying Party mayhereunder, upon written notice thereof and the Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party, assume control of the defense of ’s prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such action, suit, proceeding or third party claim. If the Indemnifying Party does not assume control accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such defensenotice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth above in this Section 9.02(g), the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if enter into any settlement or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheldwithheld or delayed), delayed, denied or conditioned. The Indemnifying Party shall not agree to and the entering into any settlement of such action, suit, proceeding or claim compromise or the consent to any judgment in respect thereof that does not include violation of the foregoing shall constitute a complete and unconditional release waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party from all liability with respect thereto or to the extent that imposes the Indemnifying Party pays for any liability or obligation on Loss suffered by the Indemnified Party without hereunder. Notwithstanding anything contained in this Section 9.02(g) to the prior written consent contrary, any Pinnacle Party and Delta will cooperate in the defense of any claim imposed jointly against them or as the result of the Indemnified Partyconduct of the other.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within twenty (20) days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party may not assume control of the defense of Third Party Action for such portion of such Third Party Action involving criminal liability of an Indemnified Party or in which equitable relief is sought against the Indemnified Party that, suitif granted, proceeding or claimwould materially and adversely affect the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided, however, that if . The Controlling Party shall keep the Indemnifying Non-controlling Party assumes control advised of the status of such defense Third Party Action and the Indemnified defense thereof and shall consider in good faith recommendations made by the Non-controlling Party reasonably concludes, based on advice from counsel, that with respect thereto. The Non-controlling Party shall furnish the Indemnifying Controlling Party and the Indemnified Party with such information as it may have conflicting interests with respect to such actionThird Party Action (including copies of any summons, suit, proceeding complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or asserting the Indemnifying same) and shall otherwise reasonably cooperate with and assist the Controlling Party shall be responsible for in the reasonable defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party solely in connection therewithwith respect to a Third Party Action shall be considered Damages for purposes of this Agreement if the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 6.5. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed; provided, further, provided that in no event the consent of the Indemnified Party shall not be required if the Indemnifying Party be responsible for the fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised settlement or judgment includes a complete release of the status Indemnified Party from further liability. In the event that the Indemnified Party fails to provide its consent to a firm settlement offer, the maximum liability of the Indemnifying Party shall not exceed the amount of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) firm settlement offer. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In the event that any Indemnified Party desires to seek indemnification under this ARTICLE VI, denied or conditioned. The the Indemnified Party shall give prompt written notice to the Indemnifying Party, which written notice shall include a general summary of the basis for such claim and the amount, to the extent known, of the claim; provided, however, any failure on the part of the Indemnified Party to so notify the Indemnifying Party shall not agree limit any of the obligations of the Indemnifying Party, or any of the rights of any Indemnified Party, under this ARTICLE VI (except to any settlement the extent such failure prejudices the Indemnifying Party). Upon receipt of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the written notice from the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on of a claim, the Indemnifying Party shall have thirty (30) days in which to investigate the claim and the Indemnified Party without shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the applicable claim, and whether and to what extent any amount is payable in respect of such claim. If the Indemnifying Party disputes the claim for indemnification or any portion thereof, the Indemnifying Party shall notify the Indemnified Party in writing within such thirty (30) day period, whereupon the Indemnified Party and the Indemnifying Party shall promptly meet and attempt in good faith to resolve their differences with respect to such claim or any portion of such claim for indemnification. If the dispute has not been resolved within thirty (30) days after the Indemnifying Party’s notice of such dispute, either the Indemnifying Party or the Indemnified Party may proceed with pursuing the remedies provided herein to resolve such dispute. In the event no written notice disputing or objecting to such claim or any portion of such claim for indemnification is delivered by the Indemnifying Party prior written consent to the expiration of the thirty (30) days in which the Indemnifying Party may dispute such claim for indemnification, the claim(s) stated by the Indemnified Party shall be conclusively deemed to be rejected by the Indemnifying Party.

Indemnification Claims. A party (a) A person entitled to indemnification under this Section (an the “Indemnified Party”) shall give prompt written notification entitled to indemnification from the person from whom indemnification is sought other party under the terms of this Agreement (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of its indemnification obligation under this Agreement except and only any third party claim which the Indemnified Party believes gives rise to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, claim for indemnity against the Indemnifying Party mayhereunder, upon written notice thereof and the Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party, assume control of the defense of ’s prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such action, suit, proceeding or third party claim. If the Indemnifying Party does not assume control accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such defensenotice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth above in this Section 12G, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if enter into any settlement or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheldwithheld or delayed), delayed, denied or conditioned. The Indemnifying Party shall not agree to and the entering into any settlement of such action, suit, proceeding or claim compromise or the consent to any judgment in respect thereof that does not include violation of the foregoing shall constitute a complete and unconditional release waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party from all liability with respect thereto or to the extent that imposes the Indemnifying Party pays for any liability or obligation on Loss suffered by the Indemnified Party without hereunder. Notwithstanding anything contained in this Section 12G to the prior written consent contrary, Parent, Operator and Delta will cooperate in the defense of any claim imposed jointly against them or as the result of the Indemnified Partyconduct of the other.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Holder Agent of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within thirty (30) days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed Damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third Party claim as provided in this Section so notifying the Holder Agent shall not relieve the Indemnifying Party Securityholders of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any Damages caused by or arising out of such failure to give notice). (b) delay or failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party Holder Agent may, upon written notice thereof to the Indemnified Party, assume the control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that the Holder Agent may only assume the control of such defense if (A) the Holder Agent acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VI, suit(B) the Third Party Action is asserted by a Person other than a Governmental Entity and is solely for monetary damages (and not for punitive, proceeding exemplary or claimsimilar damages, treble damages or other damages in excess of actual damages), and does not seek a declaratory judgment, injunctive relief or specific performance, (C) the Person asserting a Third Party Action is not a customer, supplier or strategic partner of any Indemnified Party, (D) the total amount of Damages that may be awarded with respect to such claims does not exceed the then Available Escrow Fund and (E) the Third Party Action does not involve Taxes, infringement, violation or misappropriation of Intellectual Property or criminal Liability. If the Indemnifying Party Holder Agent does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnifying Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 6.3(a) or (ii) the Holder Agent assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party Securityholders and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit, proceeding or claim, Third Party Action. Neither the Holder Agent nor the Indemnifying Party Securityholders shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of, or the entry of such actionany judgment arising from, suit, proceeding or claim any Third Party Action without the prior written consent of the Indemnifying Party, Indemnified Party which consent shall not be unreasonably withheld, conditioned or delayed, denied or conditioned. The Indemnifying Indemnified Party shall not be entitled to agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment arising from, any such Third Party Action in respect thereof its sole discretion; provided, however that does not include the Holder Agent shall be entitled to dispute (x) that such Third Party Action constituted a complete and unconditional release claim for which an Indemnified Party is entitled to indemnification pursuant to this Article VI and/or (y) the amount of indemnifiable Damages subject to such Third Party Action. (b) In order to seek indemnification under this Article VI, an Indemnified Party shall deliver a Claim Notice to the Holder Agent. If the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on is the Buyer, the Buyer shall deliver a copy of the Claim Notice to the Escrow Agent. (c) Within thirty (30) days after delivery of a Claim Notice, the Holder Agent shall deliver to the Indemnified Party a Response, in which the Holder Agent shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case, subject to Section 6.4(c), the Holder Agent and the Indemnified Party shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Holder Agent and the Indemnified Party instructing the Escrow Agent to disburse the Claimed Amount from the Escrow Fund to the Buyer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case, subject to Section 6.4(c), the Holder Agent and the Indemnified Party shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Holder Agent and the Indemnified Party instructing the Escrow Agent to disburse the Agreed Amount from the Escrow Fund to the Buyer) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) During the thirty (30)-day period following the delivery of a Response that reflects a Dispute, the Holder Agent and the Indemnified Party shall use good faith efforts to resolve the Dispute. (e) Notwithstanding the other provisions of this Section 6.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VI, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the prior written consent Holder Agent or the Indemnifying Securityholders, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Holder Agent to dispute the Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI).

Indemnification Claims. A party (a) A person entitled to indemnification under this Section (an the “Indemnified Party”) shall give prompt written notification entitled to indemnification from another party under the person from whom indemnification is sought terms of this Agreement (the “Indemnifying Party”) of shall provide the commencement Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any action, suit or proceeding relating third party claim which the Indemnified Party believes gives rise to a Third Party claim for which indemnification may indemnity against the Indemnifying Party hereunder. The Indemnifying Party shall be sought orentitled, if earlierit accepts financial responsibility for the third party claim, upon to control the assertion defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party’s prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim third party claim. Except as provided set forth in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim. If the Indemnifying Party does not assume control of such defense7.03, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if enter into any settlement or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheldwithheld or delayed), delayed, denied or conditioned. The Indemnifying Party shall not agree to and the entering into of any settlement of such action, suit, proceeding or claim compromise or the consent to any judgment in respect thereof that does not include violation of the foregoing shall constitute a complete and unconditional release waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party from all liability with respect thereto to the extent that the Indemnifying Party pays for any loss, damage or that imposes any liability or obligation on expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within 30 days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior written consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Claim. Such notification shall be sought or, if earlier, upon given within thirty (30) days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Claim, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Claim and agreedthe amount of damages claimed therein (if specified); provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such the Indemnifying Party is actually prejudiced as a result of by such failure to give notice). delay or failure. Within twenty (b) Within thirty (3020) days after delivery of such notification, the Indemnifying Party mayshall have the right to, upon written notice thereof to the Indemnified Party, assume control of and conduct, at the Indemnifying Party’s sole cost and expense, the defense of such Third Party Claim (with counsel of national standing reasonably satisfactory to the Indemnified Party); provided, that (i) as a condition precedent to the Indemnifying Party’s right to assume and conduct such defense, within fifteen (15) days after the Indemnified Party has given notice of such Third Party Claim, (A) the Indemnifying Party must notify the Indemnified Party in writing that the Indemnifying Party shall undertake the defense of such Third Party Claim and (B) the Indemnifying Party must agree in writing with the Indemnified Party to unconditionally indemnify the Indemnified Party from and against all such Losses that the Indemnified Party may suffer or incur or to which the Indemnified Party may otherwise become subject and which arise from or as a result of or are connected with such Third Party Claim (subject to the limitations set forth in Section 13.6), and (ii) the Indemnifying Party may not assume control of the defense of or conduct the defense of, any Third Party Claim to the extent such claim constitutes a Third Party Claim (A) involving any criminal or quasi-criminal Proceeding, action, suitindictment, proceeding allegation or claiminvestigation or seeking to impose any criminal penalty, fine or other sanction, (B) made by any Governmental Authority or to which any Governmental Authority is a named party, (C) in which relief other than monetary Losses is sought, including any injunctive or other equitable relief, (D) which, if adversely determined, would reasonably be expected, in the good faith judgment of the Indemnified Party, to establish a precedent, custom or practice materially adverse to the continuing business interests or prospects of the Indemnified Party or its Affiliates, or (E) that could, in the good faith judgment of the Indemnified Party, reasonably be expected to result in Losses in excess of the Cap (and for purposes of any claims with respect to breaches of the representations and warranties other than the Seller Fundamental Representations or the Buyer Fundamental Representations, as applicable) or otherwise in excess of the maximum liability of the Seller Indemnifying Parties or the Buyer Indemnifying Parties, as applicable under this Article 13. For avoidance of doubt, in the event that a Seller or one or more of its Affiliates and the Buyer or one or more of its Affiliates is named in an Proceeding, such Seller and the Buyer shall be entitled to assume the control of and conduct of their own defense and select counsel of their own choosing to defend their respective interests in such Proceeding. (b) If the Indemnifying Party does not so assume or does not have the right to so assume control of such defensethe defense of a Third Party Claim, the Indemnified Party shall control such defense. (c) . The Non-Controlling Party not controlling such defense may participate therein in such defense, and may hire separate counsel at its own expense; provided, however, that if . The Controlling Party shall keep the Indemnifying Non-Controlling Party assumes control reasonably advised of the status of such defense Third Party Claim and the Indemnified defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party reasonably concludes, based on advice from counsel, that with respect thereto. The Non-Controlling Party shall furnish the Indemnifying Controlling Party and the Indemnified Party with such information as it may have conflicting interests with respect to such actionThird Party Claim (including copies of any summons, suit, proceeding complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the Indemnifying same) and shall otherwise reasonably cooperate with and assist the Controlling Party shall be responsible in the defense of such Third Party Claim, including by (i) furnishing and, upon request, procuring the attendance of potential witnesses for interview, preparation, submission of witness statements and the reasonable giving of evidence at any related hearing, (ii) promptly furnishing documentary evidence to the extent available to it or its Affiliates, and (iii) providing access to any other relevant party, including any Representatives of the Non-Controlling Party as reasonably needed. Notwithstanding the foregoing, the fees and expenses of counsel to the Indemnified Party solely with respect to a Third Party Claim shall be considered Losses for purposes of this Agreement only if (A) the Indemnified Party shall have determined in connection therewith; provided, further, good faith that in no event shall an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party be responsible for inappropriate or (B) the fees and expenses of more than one counsel Indemnifying Party shall have authorized in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep writing the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of employ separate counsel at the Indemnifying Party, which consent shall not be unreasonably withheld, delayed, denied or conditioned’s expense. The Indemnifying Party shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), unless the relief consists solely of money Losses to be paid by the Indemnifying Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, delayed or conditioned). (c) In order to seek indemnification under this Article 13, an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. (d) Within twenty (20) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”), in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (ii) agree that the Indemnified Party is entitled to receive the part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount (whereupon the Indemnifying Party and the Indemnified Party agree that the dispute shall be resolved in accordance with Section 14.5).

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or claim, delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party shall be responsible for the reasonable fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses such settlement or judgment includes a complete release of counsel to the Indemnified Party solely in connection therewith; provided, further, that in from further liability and has no event shall other adverse effect on the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VII, denied or conditioned. The an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party is entitled to receive all of the Claimed Amount, (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) Notwithstanding the other provisions of this Section 7.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VII, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the prior written consent Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VII, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article VII, for any such Damages for which it is entitled to indemnification pursuant to this Article VII (subject to the right of the Indemnifying Party to dispute the Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VII).

Indemnification Claims. (a) A person party entitled to indemnification under this Section (an the “Indemnified Party”) shall give prompt written notification to from another party under the person from whom indemnification is sought terms of this Agreement (the “Indemnifying Party”) of shall provide the commencement Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any action, suit or proceeding relating third party claim which the Indemnified Party believes gives rise to a Third Party claim for which indemnification may indemnity against the Indemnifying Party hereunder. The Indemnifying Party shall be sought orentitled, if earlierit accepts financial responsibility for the third party claim, upon to control the assertion defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party’s prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim third party claim. Except as provided set forth in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim. If the Indemnifying Party does not assume control of such defense7.03, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if enter into any settlement or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheldwithheld or delayed), delayed, denied or conditioned. The Indemnifying Party shall not agree to and the entering into of any settlement of such action, suit, proceeding or claim compromise or the consent to any judgment in respect thereof that does not include violation of the foregoing shall constitute a complete and unconditional release waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party from all liability with respect thereto to the extent that the Indemnifying Party pays for any loss, damage or that imposes any liability or obligation on expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within 30 days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior written consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party.

Indemnification Claims. A party (a) A person entitled to indemnification under this Section (an the “Indemnified Party”) shall give prompt written notification entitled to indemnification from the person from whom indemnification is sought other party under the terms of this Agreement (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of its indemnification obligation under this Agreement except and only any third party claim which the Indemnified Party believes gives rise to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, claim for indemnity against the Indemnifying Party mayhereunder, upon written notice thereof and the Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party, assume control of the defense of ’s prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such action, suit, proceeding or third party claim. If the Indemnifying Party does not assume control accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such defensenotice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth above in this Section 12(G), the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if enter into any settlement or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheldwithheld or delayed), delayed, denied or conditioned. The Indemnifying Party shall not agree to and the entering into any settlement of such action, suit, proceeding or claim compromise or the consent to any judgment in respect thereof that does not include violation of the foregoing shall constitute a complete and unconditional release waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party from all liability with respect thereto or to the extent that imposes the Indemnifying Party pays for any liability or obligation on Loss suffered by the Indemnified Party without hereunder. Notwithstanding anything contained in this Section 12(G) to the prior written consent contrary, ASA and Delta will cooperate in the defense of any claim imposed jointly against them or as the result of the Indemnified Partyconduct of the other.

Indemnification Claims. (a) A person entitled to indemnification under this Section In order for a Buyer Indemnified Party or a Shareholder Indemnified Party, as applicable (an “Indemnified Party”) shall give prompt written notification ), to be entitled to any indemnification provided for under Section 7.1 or Section 7.2 in respect of, arising out of or involving a claim by a third party (“Third Party Claim”), such Indemnified Party, must notify the person from whom indemnification is sought indemnifying party (the “Indemnifying Party”) in writing of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon Claim within 30 days after receipt by such Indemnified Party of notice of the assertion of any such claim by a Third Party (it being understood and agreedClaim; provided, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section such notification shall not relieve affect the indemnification provided under Section 7.1 or Section 7.2 except to the extent the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is has been actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claimfailure. If the Indemnifying Party does not assume control of such defenseThereafter, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect deliver to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithin 10 days after the Indemnified Party’s receipt thereof, delayed, denied or conditionedcopies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall not agree have the right to any settlement assume and conduct and control the defense of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete Third Party Claim and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on shall have the Indemnified right to observe and receive information regarding the defense of such claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (such consent not to be unreasonably delayed, withheld or conditioned), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree that does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand or any related claim or demand. (b) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness after discovery of any such claim to the Indemnifying Party; provided, however, that failure to give such notification shall not affect the indemnification provided under Section 7.1 or Section 7.2 except to the extent the Indemnifying Party has been actually prejudiced as a result of such failure. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under Section 7.1 or Section 7.2 and the Indemnifying Party shall pay the amount of the Losses stated in such notice to the Indemnified Party in the manner set forth in Section 7.4 or, in the case of any notice in which the Losses (or any portion thereof) are estimated, on such later date when the amount of such Losses (or such portion thereof) becomes finally determined.

Indemnification Claims. (a) A person entitled party entitled, or seeking to assert rights, to indemnification under this Section Article VI (an “"Indemnified Party”") shall give prompt written notification to the person party from whom indemnification is sought (the “an "Indemnifying Party”") of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article VI may be sought orsought. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such suit or proceeding, if earlier, upon and shall describe in reasonable detail (to the assertion extent known by the Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of any such claim by a Third Party (it being understood and agreedthe claimed damages; provided, however, that no delay on the failure by an part of the Indemnified Party to give notice of a Third in notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionsuit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges -43- 48 in writing to the Indemnified Party that any damages, suitfines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VI and (B) the ad damnum is less than or claimequal to the amount of Damages for which the Indemnifying Party is liable under this Article VI and (ii) the Indemnifying Party may not assume control of the defense of a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. (c) . The Party party not controlling such defense (the "Non-controlling Party") may participate therein at its own expense; provided, however, provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionsuit or proceeding, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible considered "Damages" for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party party controlling such defense (the "Controlling Party") shall keep the other Non-controlling Party advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Non-controlling Party with respect thereto. . The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (eincluding copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. (b) In order to seek indemnification under this Article VI, delayedan Indemnified Party shall give written notification (a "Claim Notice") to the Indemnifying Party which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, denied or conditioned(ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (c) below) in the amount of such Damages. The If the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party shall not agree deliver a copy of the Claim Notice to any settlement the Escrow Agent. (c) Within 20 days after delivery of such actiona Claim Notice, suit, proceeding or claim or consent the Indemnifying Party shall deliver to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a written response (the "Response") in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party without is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the -44- 49 Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to the Buyer such number of Escrow Shares as have an aggregate Value (as defined below) equal to the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; provided that if the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to the Buyer such number of Escrow Shares as have an aggregate Value equal to the Agreed Amount) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in the Response disputes its liability for all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall follow the procedures set forth in Section 6.3(d) for the resolution of such dispute (a "Dispute"). For purposes of this Article VI, the "Value" of any Escrow Shares delivered in satisfaction of an indemnity claim shall be the average of the last reported sale prices per share of the Buyer Common Stock on the Nasdaq National Market over the ten consecutive trading days ending on the third day immediately preceding the date of distribution of such Escrow Shares (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock since the beginning of such ten-day period), multiplied by the number of such Escrow Shares. (d) During the 60-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use reasonable efforts to resolve the Dispute. If the Dispute is not resolved within such 60-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to a mutually acceptable alternative dispute resolution procedure (which may be non-binding or binding upon the parties, as they agree in advance) (the "ADR Procedure"). In the event the Indemnifying Party and the Indemnified Party agree upon an ADR Procedure, such parties shall, in consultation with the chosen dispute resolution service (the "ADR Service"), promptly agree upon a format and timetable for the ADR Procedure, agree upon the rules applicable to the ADR Procedure, and promptly undertake the ADR Procedure. The provisions of this Section 6.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to pursue an ADR Procedure or prevent either such party from pursuing the Dispute in a court of competent jurisdiction; provided that, if the Indemnifying Party and the Indemnified Party agree to pursue an ADR Procedure, neither the Indemnifying Party nor the Indemnified Party may commence litigation or seek other remedies with respect to the Dispute (other than injunctive relief reasonably necessary to protect such party's interest in the Dispute) prior to the completion of such ADR Procedure. Any ADR Procedure undertaken by the Indemnifying Party and the Indemnified Party shall be considered a compromise negotiation for purposes of federal and state rules of evidence, and all statements, offers, opinions and disclosures (whether written consent or oral) made in the course of the ADR Procedure by or on behalf of the Indemnifying Party, the -45- 50 Indemnified Party or the ADR Service shall be treated as confidential and, where appropriate, as privileged work product. Such statements, offers, opinions and disclosures shall not be discoverable or admissible for any purposes in any litigation or other proceeding relating to the Dispute (provided that this sentence shall not be construed to exclude from discovery or admission any matter that is otherwise discoverable or admissible). The fees and expenses of any ADR Service used by the Indemnifying Party and the Indemnified Party shall be shared equally by the Indemnifying Party and the Indemnified Party. If the Indemnified Party is seeking to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, pursuant to an ADR Procedure, as a result of a judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Shares shall be distributed to the Buyer and/or the Indemnifying Stockholders (which notice shall be consistent with the terms of the resolution of the Dispute). (e) Notwithstanding the other provisions of this Section 6.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VI, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Indemnifying Party to dispute the Indemnified Party's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI). (f) For purposes of this Section 6.3 and the last two sentences of Section 6.4, (i) if the Indemnifying Stockholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments provided for in Section 6.3 or Section 6.4) shall be deemed to refer to the Indemnification Representatives, and (ii) if the Indemnifying Stockholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments provided for in Section 6.3 or Section 6.4) shall be deemed to refer to the Indemnification Representatives. The Indemnification Representatives shall have full power and authority on behalf of each Indemnifying Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Indemnifying Stockholders under this Article VI. The Indemnification Representatives shall have no liability to any Indemnifying Stockholder for any action taken or omitted on behalf of the Indemnifying Stockholders pursuant to this Article VI.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with its own counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party may not assume control of the defense of any Third Party Action (x) involving action by the Internal Revenue Service or any other taxing authority, suitbut only if the Indemnified Party can reasonably demonstrate that the action involves a likelihood of loss to it that is equal to or greater than the indemnifiable claim, proceeding (y) involving criminal liability or claim(z) if the Indemnifying Party is in bankruptcy. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; , provided, however, that if the Controlling Party is not the Indemnifying Party assumes control in the case of such defense and an action by the Internal Revenue Service or any other taxing authority, the Controlling Party shall: (i) promptly deliver to the Indemnifying Party complete copies of all written notices, requests, or other information received from any taxing authority or judicial or similar body that could result in a redetermination or other adjustment to any Tax item which could increase the liability of the Indemnified Party reasonably concludes, based on advice from counsel, for any Tax for which the Indemnifying Party is or may be liable under this Agreement (hereinafter a “Tax Indemnity Issue”); (ii) not provide any documents or other information to any taxing authority or judicial or similar body that relate to the Tax Indemnity Issue without the Indemnifying Party’s prior review: (iii) not submit any written response or other written work in respect of any Tax Indemnity Issue to any taxing authority or judicial or similar body without allowing the Indemnifying Party to review and revise such written response or other written work to the extent it relates to any Tax Indemnity issue (with any disagreement as to the ultimate language used in any such written response or other written work to be resolved by the Controlling Party); (iv) permit the Indemnifying Party and its representatives, at the Indemnified Indemnifying Party’s sole expense, to participate fully in all conferences, meetings, proceedings or judicial appearances with or before any taxing authority or judicial or similar body (whether in person or by telephone) the subject matter of which is or includes the Tax Indemnity Issue; (v) consult in good faith with the Indemnifying Party have conflicting interests with respect to such action, suit, proceeding all aspects of any action or claim, position to be taken by the Controlling Party that relates to any Tax Indemnity Issue and take the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel Party’s interests into account; (vi) not adopt any position in any one jurisdiction for all Indemnified Parties.proceeding that compromises a Tax Indemnity Issue so as to gain any advantage with respect to any other issue, including those which are the subject of the same or any related proceeding; and (dvii) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding not make any settlement offer to any taxing authority or claim and the defense thereof and shall consider recommendations accept any settlement offer made by the other Party any taxing authority, in each case with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such actionproceeding that is related, suitin whole or in part, proceeding or claim to any Tax Indemnity Issue without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Non-controlling Party may participate in such defense at its own expense and the Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, denied complaint or conditionedother pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) (other than pursuant to clause (x) above, in which case the parties shall determine an equitable sharing of counsel costs to reflect the pro rata likelihood of loss referenced in clause (x) above) or (ii) the Indemnifying Party assumes control of such defense, but the Indemnified Party is named in the Third Party Action and its counsel reasonably concludes that the Indemnifying Party and the Indemnified Party have actual conflicts of interest with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VII, an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a Response, in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. In the absence of an agreement by the Indemnifying Party and the Indemnified Party, such Dispute shall be resolved in a state or federal court in accordance with Section 10.10. (d) Notwithstanding the other provisions of this Section 7.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VII, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VII, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article VII, for any such Damages for which it is entitled to indemnification pursuant to this Article VII (subject to the right of the Indemnifying Party to dispute the Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VII).

Indemnification Claims. A party (a) A person entitled to indemnification under this Section (an the “Indemnified Party”) shall give prompt written notification entitled to indemnification from the person from whom indemnification is sought other party under the terms of this Agreement (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of its indemnification obligation under this Agreement except and only any third party claim which the Indemnified Party believes gives rise to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, claim for indemnity against the Indemnifying Party mayhereunder, upon written notice thereof and the Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party, assume control of the defense of ’s prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such action, suit, proceeding or third party claim. If the Indemnifying Party does not assume control accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such defensenotice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth above in this Section 12(G), the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if enter into any settlement or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheldwithheld or delayed), delayed, denied or conditioned. The Indemnifying Party shall not agree to and the entering into any settlement of such action, suit, proceeding or claim compromise or the consent to any judgment in respect thereof that does not include violation of the foregoing shall constitute a complete and unconditional release waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party from all liability with respect thereto or to the extent that imposes the Indemnifying Party pays for any liability or obligation on Loss suffered by the Indemnified Party without hereunder. Notwithstanding anything contained in this Section 12(G) to the prior written consent contrary, SKYW and Delta will cooperate in the defense of any claim imposed jointly against them or as the result of the Indemnified Partyconduct of the other.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on concludes pursuant to the written advice from counsel, of counsel that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or claim, delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party shall be responsible for the reasonable fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses such settlement or judgment includes a complete release of counsel to the Indemnified Party solely in connection therewith; provided, further, that in from further liability and has no event shall other adverse effect on the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. In order to seek indemnification under this Article VII, denied or conditionedan Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. The If the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party shall not agree deliver a copy of the Claim Notice to any settlement the Escrow Agent pursuant to the Escrow Agreement. Within 20 days after delivery of such actiona Claim Notice, suit, proceeding or claim or consent the Indemnifying Party shall deliver to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party without is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent pursuant to the terms of the Escrow Agreement, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse the Claimed Amount to the Buyer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent pursuant to the terms of the Escrow Agreement, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse the Agreed Amount to the Buyer) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then the provisions of Section 7.3(e) shall become effective with respect to such Dispute. The provisions of this Section 7.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Indemnifying Party and the Indemnified Party to arbitrate any Dispute, such Dispute shall be resolved in a state or federal court sitting in New York, New York, in accordance with Section 10.12. If the Indemnified Party is the Buyer and is seeking to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent pursuant to the terms of the Escrow Agreement, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Fund shall be disbursed to the Buyer and/or the Seller (which notice shall be consistent with the terms of the resolution of the Dispute). If, as set forth in Section 7.3(d), the Indemnified Party and the Indemnifying Party agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Rules in effect from time to time and the following provisions. In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. The Parties shall commence the arbitration by jointly filing a written submission with the New York, New York office of the AAA in accordance with Commercial Rule 5 (or any successor provision). No depositions or other discovery shall be conducted in connection with the arbitration. Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the Parties a writing setting forth the arbitral award and the Arbitrator’s reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the Parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 10.12), provided that the Arbitrator shall have no power or authority to grant injunctive relief, specific performance or other equitable relief. The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 7.3(e), or (y) address or resolve any issue not submitted by the Parties. In connection with any arbitration proceeding pursuant to this Agreement, each Party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any Party’s attorneys’ fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Indemnified Party and the Indemnifying Party. Notwithstanding the other provisions of this Section 7.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VII, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) to the extent such Indemnified Party expects to seek indemnification in accordance with the provisions of this Article VII, such Indemnified Party shall be entitled to satisfy such obligation with prior written notice to or consent from the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VII, and (iii) to the extent the fulfillment of such obligation is consistent with the consent from the Indemnifying Party, such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article VII, for any such Damages for which it is entitled to indemnification pursuant to this Article VII (subject to the right of the Indemnifying Party to dispute the Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VII).

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VI and (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VI and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving primarily criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or claim, delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party shall be responsible for the reasonable fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses such settlement or judgment includes a complete release of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) from further liability. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VI, denied or conditionedan Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. The indemnification obligations of the Indemnifying Party under this Agreement shall not commence or accrue until actual receipt of the Claim Notice. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a Response, in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) Notwithstanding the other provisions of this Section 6.3, if a distributor of the Business which the Buyer desires to retain (and not, for avoidance of doubt, any distributor of the Business terminated by the Buyer) asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such distributor for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VI, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Indemnifying Party to dispute the Indemnified Party’s entitlement to indemnification under the terms of this Article VI, it being agreed that the amount paid to such distributor shall not agree be determinative of the amount of Damages suffered by the Indemnified Party, and that the Indemnified Party shall be obligated to any settlement prove the amount of such actionDamage without regard to the amount so paid and without introducing the amount paid to such distributor into evidence until the Indemnified Party’s entitlement to Damages has been determined). (e) In the event that an Indemnified Party receives insurance proceeds after being paid (or having paid with respect to a Third-Party Action) pursuant to indemnity under this Article VI, suitthen such Indemnified Party shall promptly remit such proceeds, proceeding or claim or consent net of the costs of recovering such proceeds, to the Indemnifying Party up to the amount previously paid by such Indemnifying Party with respect to such Claim Notice. In the event that any judgment Person entitled to indemnification hereunder receives insurance proceeds in respect thereof that does not include of a complete Claim Notice for which indemnification is provided by an Indemnifying Party prior to the date such indemnification payment is due, such payment shall be reduced on a dollar-for-dollar basis by the amount of insurance proceeds received by such Person, net of the costs of recovering such proceeds, with respect to such Claim Notice, less any applicable premiums and unconditional release deductibles paid. Each Indemnifying Party shall be fully subrogated to the rights of the Indemnified Party from all liability with against any other person (including, without limitation, rights against any insurer or under any applicable insurance policy) in respect thereto or that imposes of any liability or obligation on Claim Notice for which the Indemnifying Party is liable hereunder, and the Indemnified Party without shall execute and deliver to or upon the prior written consent request of the Indemnifying Party any written confirmations of such subrogation or other assignment of rights as may reasonably be requested by the Indemnifying Party in order to give effect to such subrogation. Without limiting the generality of the foregoing, in the event that an Indemnified Party receives any insurance proceeds, surety bond payments, or other payments from any other person in respect of any Claim Notice that has been paid by an Indemnifying Party hereunder, such Indemnified Party shall promptly remit such proceeds to the Indemnifying Party.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within twenty (20) days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). failure. Within twenty (b) Within thirty (3020) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or claimin which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any such Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or claim, delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party shall be responsible for the reasonable fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses such settlement or judgment includes a complete release of counsel to the Indemnified Party solely in connection therewith; provided, further, that in from further liability and has no event shall other materially adverse effect on the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VI, denied or conditioned. The an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party and, with respect to any Claim by a Buyer Indemnified Party, to the Escrow Agreement. (c) Within twenty (20) days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or the Response, in which the Indemnifying Party shall do one of the following: (i) agree that imposes any liability or obligation on the Indemnified Party without is entitled to receive all of the Claimed Amount (in which case the written response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer); (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the written response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer); or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Response creates a Dispute, the Indemnifying Party and the Indemnified Party shall follow the procedures set forth in Section 6.3(d) for the resolution of such Dispute. (d) During the ninety (90)-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such ninety (90)-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to an ADR Procedure. In the event the Indemnifying Party and the Indemnified Party agree upon an ADR Procedure, such parties shall, in consultation with the ADR Service, promptly agree upon a format and timetable for the ADR Procedure, agree upon the rules applicable to the ADR Procedure, and promptly undertake the ADR Procedure. The provisions of this Section 6.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to pursue an ADR Procedure or prevent either such party from pursuing the Dispute in a court of competent jurisdiction; provided that, if the Indemnifying Party and the Indemnified Party agree to pursue an ADR Procedure, neither the Indemnifying Party nor the Indemnified Party may commence litigation or seek other remedies with respect to the Dispute prior to the completion of such ADR Procedure. Any ADR Procedure undertaken by the Indemnifying Party and the Indemnified Party shall be considered a compromise negotiation for purposes of federal and state rules of evidence, and all statements, offers, opinions and disclosures (whether written consent or oral) made in the course of the ADR Procedure by or on behalf of the Indemnifying Party, the Indemnified Party or the ADR Service shall be treated as confidential and, where appropriate, as privileged work product. Such statements, offers, opinions and disclosures shall not be discoverable or admissible for any purposes in any litigation or other proceeding relating to the Dispute (provided that this sentence shall not be construed to exclude from discovery or admission any matter that is otherwise discoverable or admissible). Notwithstanding the foregoing, all Claims against Seller or any Seller Indemnifying Party shall be satisfied first from the Escrow Fund. The fees and expenses of any ADR Service used by the Indemnifying Party and the Indemnified Party shall be shared equally by the Indemnifying Party and the Indemnified Party.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom Indemnifying Party of either (i) the receipt of a written notice or a written demand that the Indemnified Party determines, in its reasonable discretion, is reasonably likely to result in a claim for which indemnification is sought pursuant to this Article 7 may be brought or (the “Indemnifying Party”ii) of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article 7 may be sought or, if earlier, upon the assertion of any such claim by (each a “Third Party Claim”). Such notification shall be given promptly after receipt by the Indemnified Party of notice of such Third Party Claim, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Claim and agreedthe amount of the claimed damages; provided, however, that no delay on the failure by an part of the Indemnified Party to give notice of a Third in notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party Party, may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding Third Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party may not assume control of the defense of any Legal Proceeding involving a Third Party Claim for criminal liability or claimin which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. (c) . The Party party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Claim, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to incurred by the Indemnified Party solely in connection therewith; provided, further, that in no event as a result of protecting or preserving such conflicting interests or different defenses shall the Indemnifying Party be responsible considered Damages for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party party controlling such defense (the “Controlling Party”) shall keep the other Non-controlling Party advised of the status of such action, suit, proceeding or claim Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the other Non-controlling Party with respect thereto. . The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Claim (eincluding copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Claim. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. (b) In order to seek indemnification under this Article 7, delayed, denied an Indemnified Party shall give written notification (a “Claim Notice”) to the Indemnifying Party which contains (i) a description and the amount of any Damages incurred or conditioned. reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this Article 7 for such Damages and a reasonable explanation of the basis therefor. (c) The Indemnifying Party may make a written objection to any claim for indemnification. The objection shall be delivered to Buyer and the Escrow Agent, in the case of an objection by the Stockholder Representative, and to the Stockholder Representative, in the case of an objection by Buyer, in each case within 30 days after delivery of the request for indemnification to the Indemnifying Party. (d) If Buyer and the Stockholder Representative are unable to resolve a claim for indemnification to which an objection has been made within 30 days after delivery of the objection to the Indemnifying Party (as such period may be extended by mutual agreement between the parties), either party may serve the other with a written demand for arbitration within ten days of the expiration of such 30-day period, whether or not a court action has been commenced by any party relating to such dispute, and such demand for arbitration shall be binding on the parties. Such arbitration shall be held in New York, New York and shall be conducted before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall be chosen by Buyer and the Stockholder Representative; provided, however, that if Buyer and the Stockholder Representative cannot agree on the arbitrator, either Buyer or the Stockholder Representative can request that the American Arbitration Association select the arbitrator. 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 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 shall be written, shall be in accordance with applicable law and with this Agreement, and shall be supported by written findings of fact and conclusions of law which shall set forth the basis for the decision of the arbitrator. The decision of the arbitrator regarding any claim for indemnification to which an objection has been made shall be binding and conclusive. The parties agree to complete such arbitration as expeditiously as reasonably possible. (e) As set forth in Article 12, the Stockholder Representative shall have full power and authority on behalf of each Company Holder and Cashed-Out Holder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Company Holders and Cashed-Out Holders under this Article 7. The Stockholder Representative shall have no liability to any settlement of such action, suit, proceeding Company Holder or claim Cashed-Out Holder for any action taken or consent to any judgment in respect thereof that does not include a complete and unconditional release omitted on behalf of the Indemnified Party from all liability with respect thereto Company Holders or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified PartyCashed-Out Holders pursuant to this Article 7.

Indemnification Claims. (a) A person entitled party entitled, or seeking to assert rights, to indemnification under this Section Article IX (an “Indemnified Party”) shall give prompt written notification to the person party from whom indemnification is sought (the an “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article IX may be sought orsought. Such notification shall be given within 30 business days after receipt by the Indemnified Party of notice of such suit or proceeding, if earlier, upon and shall describe in reasonable detail (to the assertion extent known by the Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of any such claim by a Third Party (it being understood and agreedthe claimed damages; provided, however, that no delay on the failure by an part of the Indemnified Party to give notice of a Third in notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, the Indemnifying failure. The Indemnified Party may, upon written notice thereof to the Indemnified Party, assume shall control of the defense of such action, suit, suit or proceeding or claim. If and the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the . The reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying be considered “Damages” for purposes of this Agreement. The Indemnified Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Indemnifying Party advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Indemnifying Party with respect thereto. (e) . The Indemnifying Party shall furnish the Indemnified Party with such information as it may have with respect to such suit or proceeding and shall otherwise cooperate with and assist the Indemnified Party in the defense of such suit or proceeding. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. (b) In order to seek indemnification under this Article IX, delayedan Indemnified Party shall give written notification (a “Claim Notice”) to the Indemnifying Party which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, denied (ii) a statement that the Indemnified Party is entitled to indemnification under this Article IX for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (c) below) in the amount of such Damages. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response (the “Response”) in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or conditionedby wire transfer), or (if the Indemnified Party is ABIOMED) the Response shall include written instructions to collect the Claimed Amount from the Escrow Account pursuant to the terms of the Escrow Agreement; (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the “Agreed Amount”) (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer), or (if the Indemnified Party is ABIOMED) the Response shall include written instructions to collect the Agreed Amount from the Escrow Account pursuant to the terms of the Escrow Agreement; or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. The If no Response is delivered within 20 days after delivery of a Claim Notice, the Indemnifying Party shall be deemed to have agreed that the Indemnified Party is entitled to receive all of the Claimed Amount. If the Indemnifying Party shall not have agreed or be deemed to agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from is entitled to receive all liability with respect thereto or that imposes any liability or obligation on of the Claimed Amount, such dispute shall be resolved pursuant to the procedures in Article XI hereof. If the Indemnified Party is ABIOMED, it shall seek to satisfy any Claimed Amount and any Agreed Amount by first collecting such Claimed Amount and/or Agreed Amount from the Escrow Account; provided, however, that if insufficient funds are available in the Escrow Account to cover such Claimed Amount and/or Agreed Amount, the Indemnifying Party shall repay Consideration previously paid in an amount sufficient to satisfy such Claimed Amount and/or Agreed Amount determined pursuant to this Article IX to be due that has not otherwise been paid. Subject to Section 9.5 of this Article IX, to the extent any Agreed Amount or Claimed Amount that the Indemnifying Party has agreed the Indemnified Party is entitled to in its Response, or that the Indemnified Party is determined to be entitled to pursuant to the procedures in Article IX and Article XI hereof, exceeds the then-current value of the Escrow Account determined pursuant to Section 9.5(d) below, ABIOMED shall be entitled to obtain such amount directly from the Impella Stockholders. (d) For purposes of calculating the value of shares of ABIOMED Common Stock in the Escrow Account to be used to satisfy any indemnification obligation of the Impella Stockholders hereunder, each such share of ABIOMED Common Stock shall have a value equal to the closing sale price on the NASDAQ National Market of shares of ABIOMED Common Stock on the last day of trading prior to the date of this Agreement. (e) Notwithstanding the other provisions of this Section 9.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article IX, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the prior written consent Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article IX, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article IX, for any such Damages for which it is entitled to indemnification pursuant to this Article IX (subject to the right of the Indemnifying Party to dispute the Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, and the other rights of the Indemnifying Party under the terms of this Article IX). (f) Any amounts paid pursuant to this Article IX shall be treated for tax purposes as an adjustment to the Consideration.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 15 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed Damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified in accordance with the terms, conditions and limitations set forth in this Article VIII and (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VIII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action which is requested by the Controlling Party (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 8.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from after consultation with legal counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or claim, delayed; provided the Indemnifying Party shall not be responsible for required to obtain such consent if (I) there is no finding or admission of any violation of law or any violation of the reasonable fees rights of any person or entity and expenses of counsel to (II) the Indemnified Party solely sole relief provided is monetary damages that are paid in connection therewith; provided, further, that in no event shall full by the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) Person. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, denied provided the Indemnified Party shall not be required to obtain such consent if (I) there is no finding or conditioned. The admission of any violation of law or any violation of the rights of any person or entity and (II) the sole relief provided is monetary damages that are paid in full by the Indemnified Person without any recourse against the Indemnifying Person. (b) In order to seek indemnification under this Article VIII, an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. (c) Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith whether to submit the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then the provisions of Section 8.3(e) shall become effective with respect to such Dispute. The provisions of this Section 8.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Indemnifying Party and the Indemnified Party to arbitrate any Dispute, such Dispute shall be resolved in a state or federal court sitting in Delaware, in accordance with Section 11.11. (e) If, as set forth in Section 8.3(d), the Indemnified Party and the Indemnifying Party agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by the Arbitrator in accordance with the Commercial Rules in effect from time to time and the provisions set forth on Schedule 8.3(e). (f) Notwithstanding the other provisions of this Section 8.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VIII, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the prior written consent Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VIII, and (iii) such Indemnified Party shall be reimbursed, in accordance with the terms, conditions and limitations set forth in this Article VIII, for any such Damages for which it is entitled to indemnification pursuant to this Article VIII (subject to the right of the Indemnifying Party to dispute the Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VIII).

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed Damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided, suitthat (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, proceeding fines, costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages, as applicable, for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the Claimed Amount is less than or equal to the amount of Damages, as applicable, for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving criminal liability, Taxes (which shall be governed by Section 8.6(b)) or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages, as applicable, for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a), or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit, proceeding or claim, the Third Party Action. The Indemnifying Party shall be responsible for not agree to any settlement of, or the reasonable fees and expenses entry of counsel to any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party solely in connection therewith; providedParty, furtherwhich shall not be unreasonably withheld, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding conditioned or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VII, denied or conditioned. The an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party without the prior written consent is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If within 25 days after receiving a Claim Notice the Indemnifying Party does not give written notice to the Indemnified Party of a Dispute, the amount of indemnity payable for such claim shall be the Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then the provisions of Section 7.3(e) shall become effective with respect to such Dispute. The provisions of this Section 7.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Indemnifying Party and the Indemnified Party to arbitrate any Dispute, such Dispute shall be resolved in a state or federal court sitting in Boston, Massachusetts, in accordance with Section 10.12. (e) If, as set forth in Section 7.3(d), the Indemnified Party and the Indemnifying Party agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Rules in effect from time to time and the following provisions. (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The parties shall commence the arbitration by jointly filing a written submission with the Boston, Massachusetts office of the AAA in accordance with Commercial Rule 5 (or any successor provision). (iii) Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator’s reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 10.12), provided, that the Arbitrator shall have no power or authority to grant injunctive relief, specific performance or other equitable relief. (iv) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 7.3(e), or (y) address or resolve any issue not submitted by the parties. (v) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party’s attorneys’ fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Indemnified Party and the Indemnifying Party.

Indemnification Claims. (a) A person entitled party entitled, or seeking to assert rights, to indemnification under this Section Article VI (an “"Indemnified Party”") shall give prompt written notification to the person party from whom indemnification is sought (the “an "Indemnifying Party”") of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article VI may be sought orsought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such suit or proceeding, if earliershall be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; PROVIDED, upon the assertion of any such claim by a Third Party (it being understood and agreed, howeverHOWEVER, that no delay or deficiency on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionsuit or proceeding with counsel reasonably satisfactory to the Indemnified Party; PROVIDED, suitHOWEVER, that (i) the Indemnifying Party may only assume control of such defense if it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VI, and (ii) the Indemnifying Party may not assume control of the defense of a suit or claimproceeding involving criminal liability or in which any relief other than monetary damages is - 55 - 61 sought against the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. (c) . The Party party not controlling such defense (the "Non-controlling Party") may participate therein at its own expense; providedPROVIDED, howeverHOWEVER, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionsuit or proceeding, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible considered "Damages" for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party party controlling such defense (the "Controlling Party") shall keep the other Non-controlling Party advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Non-controlling Party with respect thereto. . The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (eincluding copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed; PROVIDED, HOWEVER, that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. (b) In order to seek indemnification under this Article VI, delayedan Indemnified Party shall give written notification (a "Claim Notice") to the Indemnifying Party which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, denied or conditioned(ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (c) below) in the amount of such Damages. The If the Indemnified Party is the Buyer, the Indemnifying Party shall not agree deliver a copy of the Claim Notice to any settlement the Escrow Agent. (c) Within 20 days after delivery of such actiona Claim Notice, suit, proceeding or claim or consent the Indemnifying Party shall deliver to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a written response (the "Response") in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer, provided that if the Indemnified Party is (A) the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse the Claimed Amount to the Buyer, or (B) the Company Shareholders, the Indemnifying Party shall pay the Claimed Amount in accordance with a payment and distribution method reasonably acceptable to the Buyer and the Shareholders' Representative), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; provided that if the Indemnified Party is (A) the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse the Agreed Amount to the Buyer, or (B) the Company Shareholders, the Indemnifying Party shall pay the Agreed Amount in accordance with a payment and distribution method reasonably acceptable to the Buyer and the Shareholders' Representative), or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) Notwithstanding the other provisions of this Section 6.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages (not to exceed $200,000) for which such Indemnified Party may be entitled to indemnification pursuant to this Article VI, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the prior written consent Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Indemnifying Party to dispute the Indemnified Party's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI). (e) In the event the Buyer makes a claim for indemnification pursuant to the provisions of Section 6.1(f), then (i) the Buyer shall be entitled to satisfy such obligation, without prior notice to or consent from the Shareholders' Representative, and (ii) Buyer shall be reimbursed from the Escrow Fund for any such Damages for which it is entitled to indemnification pursuant to this Article VI without approval of or objection by the Shareholders' Representative. (f) For purposes of this Section 6.3 and the last two sentences of Section 6.4, (i) if the Company Shareholders comprise the Indemnifying Party, any references to the Indemnified Party or the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments provided for in Section 6.3 or Section 6.4) shall be deemed to refer to the Shareholders' Representative, and (ii) if the Company Shareholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments provided for in Section 6.3 or Section 6.4) shall be deemed to refer to the Shareholders' Representative. The Shareholders' Representative - 57 - 63 shall have full power and authority on behalf of each Company Shareholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Company Shareholders under this Article VI. The Shareholders' Representative shall have no liability to any Company Shareholder for any action taken or omitted on behalf of the Company Shareholders pursuant to this Article VI. (g) If at the time the last of the Section 6.1

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “Indemnified Party”) The Buyer shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Representative of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Buyer of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that then known by the Buyer) the facts constituting the basis for such Indemnifying Third Party is actually prejudiced as a result Action and the amount of the claimed damages. No delay or failure on the part of the Buyer in so notifying the Representative shall relieve the Company Stockholders of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure to give notice). (b) delay or failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party Representative may, upon written notice thereof to the Indemnified PartyBuyer, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Buyer; provided that (i) the Representative may only assume control of such defense if (A) it acknowledges in writing to the Buyer on behalf of all of the Company Stockholders that any damages, suitfines, proceeding costs or claim. If other liabilities that may be assessed against the Indemnifying Buyer in connection with such Third Party does Action constitute Damages for which the Buyer shall be indemnified pursuant to this Article VI and (B) the ad damnum in such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the current balance of the Escrow Shares (valued at $46.15 per share), and (ii) the Representative may not assume control of such defensethe defense of any Third Party Action involving Taxes or criminal liability or in which equitable relief is sought against the Buyer. If the Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Buyer with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnifying Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 6.2(a) or (ii) the Representative assumes control of such defense and the Indemnified Party Buyer reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party Company Stockholders and the Indemnified Party Buyer have conflicting interests or different defenses available with respect to such action, suit, proceeding or claim, Third Party Action. Neither the Indemnifying Party Company Stockholders nor the Representative shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of, or the entry of such actionany judgment arising from, suit, proceeding or claim any Third Party Action without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Buyer shall not be required if the Representative, denied on behalf of all of the Company Stockholders, agrees in writing to pay any amounts payable pursuant to such settlement or conditionedjudgment and such settlement or judgment includes a complete release of the Buyer from further liability and has no other adverse effect on the Buyer. The Indemnifying Party Except as provided in Section 6.2(f) below, the Buyer shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any such Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Action without the prior written consent of the Indemnified PartyRepresentative, which shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VI, the Buyer shall deliver a Claim Notice to the Representative. (c) Within 30 days after delivery of a Claim Notice, the Representative shall deliver to the Buyer a Response, in which the Representative, on behalf of the Company Stockholders, shall: (i) agree that the Buyer is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a letter instructing the Escrow Agent to disburse to the Buyer from the Escrow Shares a number of shares that if multiplied by a value of $46.15 per share will equal the Claimed Amount), (ii) agree that the Buyer is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a letter instructing the Escrow Agent to disburse to the Buyer from the Escrow Shares a number of shares that if multiplied by a value of $46.15 per share will equal the Agreed Amount) or (iii) dispute that the Buyer is entitled to receive any of the Claimed Amount. The Representative may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Buyer is entitled to indemnification under this Article VI. If no Response is delivered by the Representative within such 30-day period, the Company Stockholders shall be deemed to have agreed that all of the Claimed Amount is owed to the Buyer. Acceptance by the Buyer of partial payment of any Claimed Amount shall be without prejudice to the Buyer's right to claim the balance of any such Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Representative and the Buyer shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Representative and the Buyer shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Representative and the Buyer agree in writing to submit the Dispute to such arbitration, then the provisions of Section 6.3(e) shall become effective with respect to such Dispute. The provisions of this Section 6.3(d) shall not obligate the Representative and the Buyer to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Representative and the Buyer to arbitrate a Dispute, such Dispute shall be resolved in a state or federal court sitting in New York, New York, in accordance with Section 12.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought Indemnifying Party (the a “Indemnifying PartyClaim Notice”) of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article 8 may be sought or, if earlier, upon the assertion of any such claim by (each a “Third Party Claim”). Such Claim Notice shall be given within twenty (it being understood and agreed, however, that 20) Business Days after receipt by the failure by an Indemnified Party to give of notice of a such Third Party claim as Claim, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Claim and the amount of the claimed damages; provided that no delay on the part of the Indemnified Party in this Section notifying the Indemnifying Party shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). failure. Within twenty (b20) Within thirty (30) days Business Days after delivery of such notificationClaim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding Third Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party may not assume control of the defense of any Legal Proceeding involving a Third Party Claim for criminal liability or claimin which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. (c) . The Party not controlling such defense (the “Non-Controlling Party”) may participate therein in, but not control, the defense at its own expense; provided, however, provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Claim, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to incurred by the Indemnified Party solely in connection therewith; provided, further, that in no event as a result of protecting or preserving such conflicting interests or different defenses shall the Indemnifying Party be responsible considered Damages for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party party controlling such defense (the “Controlling Party”) shall keep the other Non-Controlling Party advised of the status of such action, suit, proceeding or claim Third Party Claim and the defense thereof and shall consider in good faith recommendations made by the other Non-Controlling Party with respect thereto. . The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Claim (eincluding copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Third Party Claim. The Indemnified Controlling Party shall not agree to any settlement of, or the entry of any Judgment arising from, any such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed, denied or conditioned. The Indemnifying Third Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed; provided that the Indemnified Party may reject any such settlement where the relief sought is other than money Damages. (b) Any claim for which an Indemnified Party intends to assert a right to indemnifiable Damages under this Agreement which does not result from a Third Party Claim or for which the Indemnified Party seeks release of Escrowed Funds (a “Direct Claim”) shall be asserted by giving to the Indemnifying Party a Claim Notice stating the nature and basis in reasonably specific detail and, if known, the amount of the claim. Within twenty (20) Business Days of receipt of the Claim Notice (“Response Period”), the Indemnifying Party shall respond to the Indemnified Party in writing to accept the claim or to dispute the claim, in which event such response shall provide reasonably specific details of any allegations in the Claim Notice that are disputed. If accepted in writing, a claim for indemnification hereunder shall be deemed established as of the time of such acceptance and Parent and Buyer shall instruct the Escrow agent to pay such claim within ten (10) days after the date on which so established. In the event that the Indemnifying Party fails to respond in writing within the Response Period, then such claim shall conclusively be deemed to be an obligation of the Indemnifying Party and shall be paid in full within ten (10) days following the end of the Response Period. (c) In the event of any controversy or dispute arising out of or relating to this Agreement or the Escrow Agreement, or any breach thereof, or any Direct Claim disputed pursuant to the procedure in Section 8.2(b) which the Indemnified Party and the Indemnifying Party are unable to resolve through negotiation, the Party asserting such claim or breach shall give written notice (the “Dispute Notice”) to the other Party setting forth in reasonable detail the nature of such claim or alleged breach. Except as set forth in the following sentence, such dispute if not otherwise resolved by agreement of such Parties shall be settled by arbitration before a single arbitrator selected by such Parties in accordance with the rules of the American Arbitration Association, and located in the State of Delaware. If the Indemnified Party and the Indemnifying Party fail to agree upon an arbitrator within fifteen (15) days after the date of the Dispute Notice, then such Party shall select an arbitrator within the following ten (10) days, the arbitrators selected by the Indemnified Party and the Indemnifying Party shall select a third arbitrator, and all arbitrators shall arbitrate the controversy or claim. The results of the arbitration shall be final binding and not subject to appeal and the Escrow agent shall pay a claim for indemnification hereunder that is so finally resolved by arbitration within ten (10) days after such arbitral resolution.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “Indemnified Party”) The Purchaser shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Seller of the commencement of any action, suit or proceeding relating to a third party action ("Third Party claim for which indemnification may Action"). Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Purchaser of any written notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Purchaser) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an Indemnified Party to give notice part of a Third Party claim as provided the Purchaser in this Section so notifying the Seller shall not relieve the Indemnifying Party Seller of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party Seller may, upon written notice thereof to the Indemnified PartyPurchaser, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Purchaser; provided that (i) the Seller may only assume control of such defense if (A) it acknowledges in writing to the Purchaser that any damages, suitfines, proceeding costs or claim. If other liabilities that may be assessed against the Indemnifying Purchaser in connection with such Third Party does Action constitute Damages for which the Purchaser shall be indemnified pursuant to this Article VI and (B) the ad damnum is less than or equal to the amount of Damages for which the Seller is liable under this Article VI and (ii) the Seller may not assume control of such defensethe defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Purchaser. If the Seller does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Purchaser shall control such defense. (c) . The Party not non-controlling party may participate in such defense may participate therein at its own expense; provided. The controlling party shall keep the non-controlling party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the non-controlling party with respect thereto. The non-controlling party shall furnish the controlling party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling party in the defense of such Third Party Action. The fees and expenses of counsel to the Purchaser with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnifying Purchaser controls the defense of such Third Party Action pursuant to the terms of this Section 6.2(a) or (ii) the Seller assumes control of such defense and the Indemnified Party Purchaser reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party Seller and the Indemnified Party Purchaser have conflicting interests or different defenses available with respect to such action, suit, proceeding or claim, the Indemnifying Third Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) Action. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party Seller shall not agree to any settlement of, or the entry of such actionany judgment arising from, suit, proceeding or claim any Third Party Action without the prior written consent of the Indemnifying PartyPurchaser, which consent shall not be unreasonably withheld, conditioned or delayed, denied ; provided that the consent of the Purchaser shall not be required if the Seller agrees in writing to pay any amounts payable pursuant to such settlement or conditionedjudgment and such settlement or judgment includes a complete release of the Purchaser from further liability and has no other adverse effect on the Purchaser. The Indemnifying Party Purchaser shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any such Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Action without the prior written consent of the Indemnified PartySeller, which shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VI, the Purchaser shall deliver a Claim Notice to the Seller. (c) Within 20 days after delivery of a Claim Notice, the Seller shall deliver to the Purchaser a Response, in which the Seller shall: (i) agree that the Purchaser is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Seller to the Purchaser of the Claimed Amount, by check or by wire transfer, (ii) agree that the Purchaser is entitled to receive the agreed amount (in which case the Response shall be accompanied by a payment by the Seller to the Purchaser of the agreed amount, by check or by wire transfer or (iii) dispute that the Purchaser is entitled to receive any of the Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Seller and the Purchaser shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Seller and the Purchaser shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Seller and the Purchaser agree in writing to submit the Dispute to such arbitration, then the provisions of Section 6.2(e) shall become effective with respect to such Dispute. The provisions of this Section 6.2(d) shall not obligate the Seller and the Purchaser to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Seller and the Purchaser to arbitrate a Dispute, such Dispute shall be resolved in a state or federal court sitting in the State of New York, in accordance with Section 7.12. (e) If, as set forth in Section 6.2(d), the Purchaser and the Seller agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by a single arbitrator (the "Arbitrator") in accordance with the Commercial Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The parties shall commence the arbitration by jointly filing a written submission with the New York, New York office of the AAA in accordance with Commercial Rule 5 (or any successor provision). (iii) No depositions or other discovery shall be conducted in connection with the arbitration. (iv) Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator's reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 7.12), provided that the Arbitrator shall have no power or authority to grant injunctive relief, specific performance or other equitable relief. (v) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 6.2(e), or (y) address or resolve any issue not submitted by the parties. (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party's attorneys' fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Purchaser and the Seller. (f) Notwithstanding the other provisions of this Section 6.2, if a third party asserts (other than by means of a lawsuit) that the Purchaser is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which the Purchaser may be entitled to indemnification pursuant to this Article VI, and the Purchaser reasonably determines that it has a valid business reason to fulfill such obligation, then (i) the Purchaser shall be entitled to satisfy such obligation, without prior notice to or consent from the Seller, (ii) the Purchaser may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) the Purchaser shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Seller to dispute the Purchaser's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI).

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; PROVIDED, howeverHOWEVER, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; PROVIDED that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VI and (B) the AD DAMNUM is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VI and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such actionThird Party Action; PROVIDED that, suit, proceeding or claimwith respect to each of (i) and (ii) in the foregoing sentence, the Indemnified Party is entitled to be indemnified hereunder with respect to such Third Party Action. The Indemnifying Party shall be responsible for not agree to any settlement of, or the reasonable fees and expenses entry of counsel to any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party solely in connection therewith; providedParty, furtherwhich shall not be unreasonably withheld, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding conditioned or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VI, an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. If the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to an Escrow Agreement, the Indemnifying Party shall deliver a copy of the Claim Notice to the Escrow Agent. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a Response, in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to an Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to the Buyer such portion of the Escrow Merger Consideration as has an aggregate cash and Buyer Common Stock Value equal to the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to an Escrow Agreements, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to the Buyer such portion of the Escrow Merger Consideration as has an aggregate cash and Buyer Common Stock Value equal to the Agreed Amount) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. All distributions of the Escrow Merger Consideration to the Buyer under this Section 6.3(c) and Section 6.3(d) shall consist of pro rata portions of each Sub Escrow Account in the applicable Escrow Agreement on deposit with the Escrow Agent based on the ratio that the number of Escrow Shares initially deposited in such Sub Escrow Account bore to the number of Escrow Shares initially deposited in all Sub Escrow Accounts under the applicable Escrow Agreement. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall submit the Dispute to binding arbitration. If the Indemnified Party is the Buyer and is seeking to enforce the claim that is the subject of the Dispute pursuant to an Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Merger Consideration shall be distributed to the Buyer and/or the Indemnifying Shareholders (which notice shall be consistent with the terms of the resolution of the Dispute). (e) If, as set forth in Section 6.3(d), a Dispute is submitted to binding arbitration, the arbitration shall be conducted by a single arbitrator (the "ARBITRATOR") in accordance with the Commercial Rules in effect from time to time and the following provisions: 52 (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The parties shall commence the arbitration by jointly filing a written submission with the New York, New York office of the AAA in accordance with Commercial Rule 5 (or any successor provision). (iii) Depositions and other discovery shall be conducted to the extent permitted by the arbitrator in the arbitration. (iv) Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator's reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 10.11), provided that the Arbitrator shall have no power or authority to grant injunctive relief, specific performance or other equitable relief. (v) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 6.3(e), or (y) address or resolve any issue not submitted by the parties. (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party's attorneys' fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Indemnified Party and the Indemnifying Party. (f) Notwithstanding the other provisions of this Section 6.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VI, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation with the consent from the Indemnifying Party, which consent shall not be unreasonably withheld, delayed, denied conditioned or conditioned. The delayed (but with it being understood that the giving of such consent shall not prejudice the ability of the Indemnifying Party to dispute the Indemnified Party's entitlement to indemnification with respect to such matter or in any manner operate as a presumption that the Indemnifying Party concurred that the amount at issue or paid was reasonable or appropriate), (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) such Indemnified Party shall not agree be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Indemnifying Party to dispute the Indemnified Party's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI). (g) For purposes of this Section 6.3 and the second and third sentences of Section 6.4, (i) if the Indemnifying Shareholders comprise the Indemnifying Party, any settlement of such actionreferences to the Indemnifying Party (except provisions relating to an obligation to make any payments) shall be deemed to refer to the Indemnification Representatives, suitand (ii) if the Indemnifying Shareholders comprise the Indemnified Party, proceeding or claim or consent any references to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from (except provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the Indemnification Representatives. The Indemnification Representatives may only take action by unanimous consent and shall have full power and authority on behalf of each Indemnifying Shareholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Indemnifying Shareholders under this Article VI. The Indemnification Representatives shall have no liability to any Indemnifying Shareholder for any action taken or omitted on behalf of the Indemnifying Shareholders pursuant to this Article VI. (h) With respect to each Tax Matter for which there is a Final Determination, within three days following such Final Determination, the Buyer and the Indemnification Representative shall deliver to the Escrow Agent a written notice executed by both parties (A) if a notice is not otherwise provided pursuant to Section 6.3(c) or Section 6.3(d), instructing the Escrow Agent to distribute to the Buyer such portion of the Tax Escrow Merger Consideration as has an aggregate value equal to the Damages, if any, relating to such Tax Matter and (B) instructing the Escrow Agent to distribute to the Indemnifying Shareholders, the amount, if any, by which (i) the Tax Escrow Merger Consideration remaining in escrow after the distribution to the Buyer of the Damages related to such Tax Matter exceeds (ii) $500,000 plus the aggregate Tax Escrow Merger Consideration reserved, as set forth on Schedule 6.1(f), with respect thereto or that imposes any liability or obligation on to the Indemnified Party without Tax Matters for which there has not been a Final Determination as of such date. For the prior written consent purpose of this Section 6.3(h), "Final Determination" shall mean the Indemnified Party.first to occur of:

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Holder Agent of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within thirty (30) days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed Damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third Party claim as provided in this Section so notifying the Holder Agent shall not relieve the Indemnifying Party Securityholders of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any Damage or Liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) days after delivery of such notification, the Indemnifying Party Holder Agent may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim. If Third Party Action with counsel reasonably satisfactory to the Indemnifying Party does not Indemnified Party; provided that the Holder Agent may only assume control of such defensedefense if (A) it acknowledges in writing to the Indemnified Party that any Damages, fines, costs or other Liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VI, (B) the Third Party Action is asserted by a Person other than a Governmental Entity and does not seek punitive, exemplary or similar damages, treble damages or other damages in excess of actual damages, and does not seek a declaratory judgment, injunctive relief or specific performance, (C) the Person asserting a Third Party Action is not a customer or strategic partner of any Indemnified Party, (D) the total amount of Damages that may be awarded with respect to such claims does not exceed the amount then remaining in the Escrow Fund after deducting therefrom the amount of all outstanding unpaid and/or unresolved claims for indemnification and (E) the Third Party Action does not involve Taxes, infringement, violation or misappropriation of Intellectual Property, criminal Liability or the matters described in Section 6.2(d) or Section 6.2(e). If the Holder Agent does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised on a reasonably current basis of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action for which an Indemnified Party is entitled to indemnification pursuant to this Article VI shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 6.3(a) or (ii) the Indemnifying Party assumes Securityholders assume control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party Securityholders and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit, proceeding Third Party Action. Neither the Holder Agent or claim, the Indemnifying Party Securityholders shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed, denied or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall be entitled to agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action in its sole discretion; provided, however, that the Holder Agent shall be entitled to dispute (x) that such Third Party Action constituted a claim for which the Indemnified Party is entitled to indemnification under this Article VI and/or (y) the amount of indemnifiable Damages subject to such Third Party Action. (b) In order to seek indemnification under this Article VI, an Indemnified Party shall deliver a Claim Notice to the Holder Agent. If the Indemnified Party is Buyer, the Holder Agent shall deliver a copy of the Claim Notice to the Escrow Agent. (c) Within thirty (30) days after delivery of a Claim Notice, the Holder Agent shall deliver to the Indemnified Party a Response, in which the Holder Agent shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case, subject to Section 6.4(c), , the Holder Agent and the Indemnified Party shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Holder Agent and the Indemnified Party instructing the Escrow Agent to disburse the Claimed Amount to Buyer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case, subject to Section 6.4(c), , the Holder Agent and the Indemnified Party shall deliver to the Escrow Agent, within three (3) days following the delivery of the Response, a written notice executed by the Holder Agent and the Indemnified Party instructing the Escrow Agent to disburse the Agreed Amount to Buyer) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) During the thirty (30)-day period following the delivery of a Response that reflects a Dispute, the Holder Agent and the Indemnified Party shall use good faith efforts to resolve the Dispute.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent then known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreed, however, that the amount of the claimed damages. No delay or failure by an on the part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) delay or failure. Within thirty (30) 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VI, (B) the damages that are reasonably likely to result from such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, are less than or equal to the current balance of the Escrow Amount, and (C) an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Indemnified Party or the business, operations or future conduct of the Indemnified Party and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action involving Taxes or criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or claim, delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party shall be responsible for the reasonable fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses such settlement or judgment includes a complete release of counsel to the Indemnified Party solely in connection therewith; provided, further, that in from further liability and has no event shall other material adverse effect on the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VI, denied or conditioned. The an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party and, if the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, a copy of the Claim Notice to the Escrow Agent. (c) Within 30 days after delivery of a Claim Notice, the Indemnifying Party shall not deliver to the Indemnified Party a Response, in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to any settlement receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or wire transfer; provided that if the Indemnified Party is the Buyer and is seeking to enforce such actionclaim pursuant to the Escrow Agreement, suitthe Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, proceeding within three days following delivery of the Response, a written notice executed by both parties, instructing the Escrow Agent to disburse to the Buyer from the Escrow Amount a sum in cash equal to the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or wire transfer; provided that if the Indemnified Party is the Buyer and is seeking to enforce such claim or consent pursuant to any judgment in respect thereof that does not include the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following delivery of the Response, a complete and unconditional release of written notice executed by both parties, instructing the Escrow Agent to disburse to the Indemnified Party from all liability with respect thereto the Escrow Amount a sum in cash equal to the Agreed Amount) or (iii) dispute that imposes any liability or obligation on the Indemnified Party without is entitled to receive any of the prior written consent Claimed Amount. If no Response is delivered by the Indemnifying Party within such 30-day period, the Indemnifying Party shall be deemed to have agreed that all of the Claimed Amount is owed to the Indemnified Party, and if the Buyer is seeking to enforce such claim pursuant to the Escrow Agreement, the Escrow Agent shall disburse the Claimed Amount to the Buyer upon written notice executed by the Buyer. Acceptance by the Indemnified Party of partial payment of any Claimed Amount shall be without prejudice to the Indemnified Party’s right to claim the balance of any such Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then the provisions of Section 6.3(e) shall become effective with respect to such Dispute. The provisions of this Section 6.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Indemnifying Party and the Indemnified Party to arbitrate a Dispute, such Dispute shall be resolved in a state or federal court sitting in New York, New York, in accordance with Section 10.11. If the Indemnified Party is the Buyer and is seeking to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Amount shall be distributed to the Buyer and/or the Equity Holders (which notice shall be consistent with the terms of the resolution of the Dispute). (e) If, as set forth in Section 6.3(d), the Indemnified Party and the Indemnifying Party agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling; (ii) Either party shall commence the arbitration by filing a written submission with the New York, New York office of the AAA and the arbitration shall be sited and administered in New York, New York; (iii) The Arbitrator shall have the authority to permit federal rules type discovery, such as permitting the production of documents, interrogatories and depositions. (iv) Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator’s reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 10.11); (v) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 6.3(e), or (y) address or resolve any issue not submitted by the parties; and (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party’s attorneys’ fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Indemnified Party and the Indemnifying Party. (f) For purposes of this Section 6.3 and the first and second sentences of Section 6.4(b), (i) if the Equity Holders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make any payments) shall be deemed to refer to the Representative; and (ii) if the Equity Holders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the Representative. The Representative shall have full power and authority on behalf of each Equity Holder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Equity Holders under this Article VI. The Representative shall have no liability to any Equity Holder for any action taken or omitted on behalf of the Equity Holders pursuant to this Article VI.

Indemnification Claims. (a) A person entitled party entitled, or seeking to assert rights, to indemnification under this Section 8 (an “"Indemnified Party”") shall give prompt written notification to the person party from whom indemnification is sought (the “an "Indemnifying Party”") of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Section 8 may be sought orsought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such suit or proceeding, if earlier, upon and shall describe in reasonable detail (to the assertion extent known by the Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of any such claim by a Third Party (it being understood and agreedthe claimed losses; provided, however, that no delay on the failure by an part of the Indemnified Party to give notice of a Third in notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionsuit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any losses, suitfines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such suit or proceeding constitute Losses for which the Indemnified Party shall be indemnified pursuant to this Section 8 and (B) the ad damnum is less than or claimequal to the amount of Losses for which the Indemnifying Party is liable under this Section 8 and (ii) the Indemnifying Party may not assume control of the defense of a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. (c) . The Party party not controlling such defense (the "Non-controlling Party") may participate therein at its own expense; provided, however, provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionsuit or proceeding, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible considered "losses" for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party party controlling such defense (the "Controlling Party") shall keep the other Non-controlling Party advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Non-controlling Party with respect thereto. . The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (eincluding copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. (b) In order to seek indemnification under this Section 8, delayedan Indemnified Party shall give written notification (a "Claim Notice") to the Indemnifying Party which contains (i) a description and the amount (the "Claimed Amount") of any losses incurred or reasonably expected to be incurred by the Indemnified Party, denied or conditioned. The (ii) a statement that the Indemnified Party is entitled to indemnification under this Section 8 for such Losses and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (c) below) in the amount of such losses. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a written response (the "Response") in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party without the prior written consent is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified PartyParty of the Claimed Amount, by check or by wire transfer, (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount.

Indemnification Claims. (a) A person entitled party entitled, or seeking to assert rights, to indemnification under this Section Article II (an “"Indemnified Party”") shall give prompt written notification to the person party from whom indemnification is sought (the “an "Indemnifying Party”") of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article II may be sought orsought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such suit or proceeding, if earlier, upon and shall describe in reasonable detail (to the assertion extent known by the Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of any such claim by a Third Party (it being understood and agreedthe claimed damages; provided, however, that no delay on the failure by an part of the Indemnified Party to give notice of a Third in notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) Within thirty (30) failure. Promptly, and in any event within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such suit or claimproceeding shall be indemnified pursuant to this Article II and (ii) the Indemnifying Party may not assume control of the defense of a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. (c) . The Party party not controlling such defense (the "Non-controlling Party") may participate therein at its own expense; provided, however, provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionsuit or proceeding, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible considered "Damages" for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party party controlling such defense (the "Controlling Party") shall keep the other Non-controlling Party advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Non-controlling Party with respect thereto. . The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (eincluding copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. (b) Impark hereby acknowledges that First Union is the Controlling Party with respect to the Oracle Litigation, delayedVenTek Bond I and VenTek Bond II. First Union acknowledges that any damages, denied fines, costs or conditioned. The other liabilities that may be assessed against Impark in connection with the Oracle Litigation, VenTek Bond I and VenTek Bond II constitute Damages for which Impark shall be indemnified pursuant to this Article II. (c) In order to seek indemnification under this Article II other than as provided in Section 2.2(a) above, an Indemnified Party shall give written notification (a "Claim Notice") to the Indemnifying Party which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article II for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (d) below) in the amount of such Damages. (d) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a written response (the "Response") in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in the Response disputes its liability for all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall follow the procedures set forth in Section 2.2(e) for the resolution of such dispute (a "Dispute"). (e) During the 60-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. (f) Notwithstanding the other provisions of this Section 2.2, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article II, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the prior written consent Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article II, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article II, for any such Damages for which it is entitled to indemnification pursuant to this Article II (subject to the right of the Indemnifying Party to dispute the Indemnified Party's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article II).

Indemnification Claims. (a) A person entitled party entitled, or seeking to assert rights, to indemnification under this Section Article VIII (an “"Indemnified Party”") shall give prompt written notification to the person party from whom indemnification is sought (the “an "Indemnifying Party”") of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article VIII may be sought orsought. Such notification shall be given within twenty (20) business days after receipt by the Indemnified Party of notice of such suit or proceeding, if earlier, upon and shall describe in reasonable detail (to the assertion extent known by the Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of any such claim by a Third Party (it being understood and agreedthe claimed damages; provided, however, that no delay on the failure by an part of the Indemnified Party to give notice of a Third in notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionsuit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, suitfines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VIII and (B) the ad damnum is less than or claimequal to the amount of Damages for which the Indemnifying Party is liable under this Article VIII and (ii) the Indemnifying Party may not assume control of the defense of a suit or proceeding, or any portion of a suit or proceeding, involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. (c) . The Party party not controlling such defense (the "Non-controlling Party") may participate therein at its own expense; provided, however, provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionsuit or proceeding, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible considered "Damages" for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party party controlling such defense (the "Controlling Party") shall keep the other Non- controlling Party advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Non-controlling Party with respect thereto. . The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (eincluding copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. (b) In order to seek indemnification under this Article VIII, delayedan Indemnified Party shall give written notification (a "Claim Notice") to the Indemnifying Party which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, denied or conditioned(ii) a statement that the Indemnified Party is entitled to indemnification under this Article VIII for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (c) below) in the amount of such Damages. The If the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party shall not agree deliver a copy of the Claim Notice to any settlement the Escrow Agent. (c) Within 20 days after delivery of such actiona Claim Notice, suit, proceeding or claim or consent the Indemnifying Party shall deliver to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a written response (the "Response") in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to CMGI such number of Escrow Shares as have an aggregate Value (as defined below) equal to the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; provided that if the Indemnified Party is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to CMGI such number of Escrow Shares as have an aggregate Value equal to the Agreed Amount) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in the Response disputes its liability for all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall follow the procedures set forth in Section 8.2(d) for the resolution of such dispute (a "Dispute"). For purposes of this Article VIII, the "Value" of any Escrow Shares delivered in satisfaction of an indemnity claim shall be the CMGI Lock-In Value and the Engage Lock-In Value, respectively (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the CMGI Common Stock or the Engage Common Stock, respectively, since the last trading day in the period in which the CMGI Lock-In Value and the Engage Lock-In Value, respectively, were determined), multiplied by the number of such Escrow Shares. (d) During the 60-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 60-day period, the Indemnifying Party and the Indemnified Party shall submit the Dispute to arbitration as provided below. Except with respect to an action seeking specific performance or another equitable remedy, any dispute shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA"). The arbitration proceeding, including the rendering of an award, shall take place in Boston, Massachusetts and be administered by the AAA. The Parties agree to act in good faith to mutually select an arbitrator. The decision of the arbitrator shall be binding on the Parties or their successors and any judgment rendered by such arbitrator may be enforced by any court of competent jurisdiction. Each Party shall bear its own expenses in connection with such arbitration unless otherwise ordered by the arbitrator. If the Indemnified Party is seeking to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, pursuant to arbitration, as a result of a judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Shares shall be distributed to CMGI and/or the Indemnifying Shareholders (which notice shall be consistent with the terms of the resolution of the Dispute). (e) Notwithstanding the other provisions of this Section 8.2, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VIII, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the prior written Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VIII, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article VIII, for any such Damages for which it is entitled to indemnification pursuant to this Article VIII (subject to the right of the Indemnifying Party to dispute the Indemnified Party's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VIII); provided, however, that except with the consent of the Indemnified PartyShareholder Representative, no settlement of any such claim with third party claimants shall be determinative of the amount of any claim against the Escrow Shares. (f) The Shareholder Representative shall have full power and authority on behalf of each Indemnifying Shareholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Indemnifying Shareholders under this Article VIII. The Shareholder Representative shall have no liability to any Indemnifying Shareholder for any action taken or omitted on behalf of the Indemnifying Shareholders pursuant to this Article VIII.

Indemnification Claims. A party (a) A person entitled to indemnification under this Section (an the “Indemnified Party”) shall give prompt written notification entitled to indemnification from the person from whom indemnification is sought other party under the terms of this Agreement (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of its indemnification obligation under this Agreement except and only any third party claim which the Indemnified Party believes gives rise to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within thirty (30) days after delivery of such notification, claim for indemnity against the Indemnifying Party mayhereunder, upon written notice thereof and the Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party, assume control of the defense of ’s prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such action, suit, proceeding or third party claim. If the Indemnifying Party does not assume control accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such defensenotice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the * Confidential Treatment Requested Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth above in this Section 12(G), the Indemnified Party shall control such defense. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if enter into any settlement or other compromise or consent to a judgment with respect to a third party claim as to which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which consent shall may not be unreasonably withheldwithheld or delayed), delayed, denied or conditioned. The Indemnifying Party shall not agree to and the entering into any settlement of such action, suit, proceeding or claim compromise or the consent to any judgment in respect thereof that does not include violation of the foregoing shall constitute a complete and unconditional release waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party from all liability with respect thereto or to the extent that imposes the Indemnifying Party pays for any liability or obligation on Loss suffered by the Indemnified Party without hereunder. Notwithstanding anything contained in this Section 12(G) to the prior written consent contrary, Operator, Parent and Delta will cooperate in the defense of any claim imposed jointly against them or as the result of the Indemnified Partyconduct of the other.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or claimequal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionThird Party Action. The Indemnifying Party shall not agree to any settlement of, suitor the entry of any judgment arising from, proceeding any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or claimdelayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event with respect to the matter which would have been concluded or settled shall be limited to the Indemnifying Party be responsible amount for which such matters could have been concluded or settled but for the fees and expenses of more than one counsel in any one jurisdiction for all fact the Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VII, denied or conditionedan Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. The If the Indemnified Party is the Buyer, the Indemnifying Party shall not agree deliver a copy of the Claim Notice to any settlement both the Seller and the Escrow Agent. (c) Within 20 days after delivery of such actiona Claim Notice, suit, proceeding or claim or consent the Indemnifying Party shall deliver to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse to the Buyer an amount from the Escrow Fund equal to the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse to the Buyer from the Escrow Fund an amount equal to the Agreed Amount) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then the provisions of Section 7.3(e) shall become effective with respect to such Dispute. The provisions of this Section 7.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Indemnifying Party and the Indemnified Party to arbitrate any Dispute, such Dispute shall be resolved in a state or federal court sitting in the Commonwealth of Massachusetts, in accordance with Section 10.12. If the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Fund shall be disbursed to the Buyer (which notice shall be consistent with the terms of the resolution of the Dispute). (e) If, as set forth in Section 7.3(d), the Indemnified Party and the Indemnifying Party agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by the Arbitrator in accordance with the Commercial Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The parties shall commence the arbitration by jointly filing a written submission with the office of the AAA having responsibility for matters to be arbitrated in Boston, Massachusetts, in accordance with Commercial Rule 5 (or any successor provision). (iii) No depositions or other discovery shall be conducted in connection with the arbitration. (iv) Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator’s reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 10.12), provided that the Arbitrator shall have no power or authority to grant injunctive relief, specific performance or other equitable relief. (v) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 7.3(e), or (y) address or resolve any issue not submitted by the parties. (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party’s attorneys’ fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Indemnified Party and the Indemnifying Party. (f) Notwithstanding the other provisions of this Section 7.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VII, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the prior written consent Indemnifying Party, and (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VII, and shall be reimbursed, in accordance with the provisions of this Article VII, for any such Damages for which it is entitled to indemnification pursuant to this Article VII (subject to the right of the Indemnifying Party to dispute the Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VII). (g) Any amounts to be disbursed by the Escrow Agent hereunder shall first be satisfied against the Value of the Escrow Shares and second against any other assets held in the Escrow Fund.

Indemnification Claims. (a) A person In order for an Indemnified Party to be entitled to any indemnification provided for under this Section (an “Indemnified Party”) shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) 8.1 or 8.2 in respect of, arising out of the commencement of any action, suit or proceeding relating to involving a Third Party claim for which indemnification may be sought orClaim, if earlier, upon such Indemnified Party must notify the assertion Indemnifying Party in writing of any such claim by a the Third Party (it being understood and agreedClaim within 20 Business Days after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section such notification shall not relieve affect the indemnification provided under Section 8.1 or 8.2 except to the extent the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is has been actually prejudiced as a result of such failure failure. Thereafter, the Indemnified Party shall deliver to give notice)the Indemnifying Party, within 10 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 Claim. The Indemnified Party alone shall conduct and control the defense of such Third Party Claim. The Indemnified Party shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on such terms as it may deem appropriate; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnified Party without the consent of the Indemnifying Party shall not be determinative of the validity or amount of the claim against the Indemnifying Party under Section 8.1 or 8.2 unless the Indemnifying Party shall have consented to such entry or judgment or settlement. (b) Within thirty (30) days after delivery In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver written notice of such notificationclaim with reasonable promptness to the Indemnifying Party; provided, however, that failure to give such notification shall not affect the indemnification provided under Section 8.1 or 8.2 except to the extent the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense has been actually prejudiced as a result of such action, suit, proceeding or claimfailure. If the Indemnifying Party does not assume control notify the Indemnified Party, in writing, within 20 Business Days following its receipt of such defensenotice that the Indemnifying Party disputes the liability claimed by the Indemnified Party under Section 8.1 or 8.2, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability for which the Indemnified Party is entitled to indemnification under Section 8.1 or 8.2 and the Indemnified Party shall control such defensebe entitled to recover the amount of the Losses suffered by the Indemnified Party. (c) The Party not controlling such defense may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of such defense and the Any amount for which an Indemnified Party reasonably concludes, based on advice from counsel, is entitled to indemnification pursuant to this Article VIII shall be reduced by any actual recoveries that the Indemnifying Party and the such Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised receives under insurance policies on account of the status of matter resulting in such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect theretoindemnifiable amount. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed, denied or conditioned. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party.

Indemnification Claims. (a) A person entitled to indemnification under this Section Promptly after (an “Indemnified Party”i) shall give prompt written notification to the person from whom indemnification is sought receipt (the “Indemnifying Party”) of the commencement of and in any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). (b) Within event within thirty (30) days after delivery receipt) by Loudeye of notice from a third party of any matter (a "Third Party Claim") that may give rise to a claim for indemnification under Article V, or (ii) becoming aware of any fact that would, if proven, give rise to a claim for indemnification by Loudeye (a "Claim"), Loudeye shall give Notice to the TenTV Stockholders' Representative of such notificationClaim or Third Party Claim, as applicable, which Notice shall include a description in reasonable detail of the Indemnifying facts constituting the basis for such Claim or Third Party mayClaim, upon written notice thereof as applicable, and the amount of the claimed Damages; provided that the delay or failure to furnish Notice will not relieve the TenTV Stockholders of any liability that they may have to Loudeye, except to the Indemnified Party, assume control of extent that the TenTV Stockholders' Representative demonstrates that the defense of such actionaction is materially prejudiced by such delay or failure to give such Notice (in which case the TenTV Stockholders shall not have any liability incurred as a result of the delay). The TenTV Stockholders' Representative shall be the designated representative of the TenTV Stockholders and timely written notice to the TenTV Stockholders' Representative shall be deemed sufficient notice to all TenTV Stockholders under this Agreement. (b) The TenTV Stockholders' Representative will be entitled to participate in the defense of any Third Party Claim and, suitto the extent that it wishes (unless the TenTV Stockholders' Representative fails to provide reasonable assurance to Loudeye of its financial capacity to defend the Third Party Claim and provide indemnification with respect to such Third Party Claim), proceeding to assume and conduct the defense of such Third Party Claim with counsel of its choice reasonably satisfactory to Loudeye and, after notice from the TenTV Stockholders' Representative to Loudeye of its election to assume the defense of such Third Party Claim, the TenTV Stockholders' Representative will not be liable to Loudeye under this Article V for any fees of other counsel or claimany other expenses with respect to the defense of such Third Party Claim, in each case subsequently incurred by Loudeye in connection with the defense of such Third Party Claim. If the Indemnifying TenTV Stockholders' Representative assumes the defense of a Third Party does not assume control Claim, (i) no compromise or settlement of such defenseThird Party Claim may be effected by the TenTV Stockholders' Representative without Loudeye's prior written consent (not to be unreasonably withheld) unless the sole relief provided is monetary damages, the Indemnified and (ii) Loudeye will have no liability with respect to any compromise or settlement of such Third Party shall control such defenseClaim effected without its prior written consent (not to be unreasonably withheld). (c) The Party not controlling such defense may participate therein at its own expense; providedNotwithstanding the foregoing, however, that if the Indemnifying Third Party assumes control Claim is brought by a then current customer, vendor or partner of Loudeye or Surviving Corporation, and Loudeye determines in good faith that there is a reasonable probability that a Third Party Claim for which it is entitled to indemnification under Article V would 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, Loudeye shall, by notice to the TenTV Stockholders' Representative within thirty (30) days following the date Loudeye is first notified of such defense and Third Party Claim, have the Indemnified exclusive right to compromise or settle such claim for a period of 90 days following the date Loudeye is first notified of the Third Party reasonably concludes, based on advice from counsel, Claim; provided that the Indemnifying Party and the Indemnified Party TenTV Stockholders shall have conflicting interests no liability with respect to such action, suit, proceeding any compromise or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim Third Party Claim effected without the its prior written consent of the Indemnifying Partyconsent, which consent may not be unreasonably withheld or delayed. For the purposes of this Section 5.5(c), it shall not be unreasonably withheld, delayed, denied deemed to be reasonable for the TenTV Stockholders' Representative to withhold or conditioned. The Indemnifying Party shall not agree to any delay consent principally because the compromise or settlement of such action, suit, proceeding or claim or consent to any judgment may result in respect thereof that does not include a complete and unconditional release reduction of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent Principal Amount of the Indemnified PartyMerger Notes.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “Indemnified Party”) The Buyer shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Company Equityholder Representative of the commencement of any actionThird-Party Action. Such notification shall be given promptly, suit or proceeding relating to a and in any event within twenty (20) calendar days after receipt by the Buyer of notice of such Third Party claim for which indemnification may be sought orAction, if earlier, upon the assertion of any such claim by a Third Party and shall describe in reasonable detail (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that then known by the Buyer) the facts constituting the basis for such Indemnifying Third Party is actually prejudiced as a result Action and the amount of the claimed damages. No delay or failure on the part of the Buyer in so notifying the Company Equityholder Representative shall relieve the Company Equityholders of any Liability hereunder except to the extent of any Liability caused by or arising out of such failure to give notice). delay or failure. Within twenty (b20) Within thirty (30) calendar days after delivery of such notification, the Indemnifying Party Company Equityholder Representative may, upon written notice thereof to the Indemnified PartyBuyer (subject to any right of the insurer under the R&W Policy to control the defense of Third-Party Actions covered by such R&W Policy), assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Buyer; provided that (i) the Company Equityholder Representative may only assume control of such defense if (A) it acknowledges in writing to the Buyer on behalf of all of the Company Equityholders that any damages, suitfines, proceeding costs or claim. If other Liabilities that may be assessed against the Indemnifying Buyer in connection with such Third Party does Action constitute Damages for which the Buyer shall be indemnified pursuant to this Article VIII, (B) the ad damnum in such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the then-current balance of the Indemnity Escrow Fund, and (C) an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of a Buyer Indemnified Party or the business, operations or future conduct of a Buyer Indemnified Party and (ii) the Company Equityholder Representative may not assume control of such defensethe defense of any Third Party Action involving Taxes, any Governmental Entity or criminal liability or in which equitable or other non-monetary relief is sought against a Buyer Indemnified Party. If the Company Equityholder Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third-Party Action, the Indemnified Party Buyer shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; providedexpense (in the case of the Company Equityholder Representative, howeveron behalf of the Company Equityholders). The Controlling Party shall keep the Non-controlling Party advised of the status of such Third-Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third-Party Action (including copies of any summons, that complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third-Party Action. The fees and expenses of counsel to the Buyer with respect to a Third-Party Action shall, to the extent such Third Party Action is a claim pursuant to which a Buyer Indemnified Party is a entitled to indemnification pursuant to Section 8.1 or Section 8.2, be considered Damages under the related indemnification provision pursuant to Section 8.1 or Section 8.2 (subject to the limitations set forth in this Article VIII) for purposes of this Agreement if (i) the Indemnifying Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 8.3(a) or (ii) the Company Equityholder Representative assumes control of such defense and the Indemnified Party Buyer reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party Company Equityholders and the Indemnified Party Buyer have conflicting interests or different defenses available with respect to such action, suit, proceeding or claim, Third Party Action. Neither the Indemnifying Party Company Equityholders nor the Company Equityholder Representative shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of, or the entry of such actionany judgment arising from, suit, proceeding or claim any Third-Party Action without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed. Except as provided in Section 8.3(e) the Buyer shall not, denied or conditioned. The Indemnifying Party and shall not permit any Buyer Indemnified Parties to, agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Action without the prior written consent of the Company Equityholder Representative, which shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VIII, the Buyer shall deliver a Claim Notice to the Company Equityholder Representative. (c) Within thirty (30) calendar days after delivery of a Claim Notice, the Company Equityholder Representative shall deliver to the Buyer a Response, in which the Company Equityholder Representative, on behalf of all of the Company Equityholders, shall: (i) agree that the Buyer is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a letter from the Company Equityholder Representative instructing the Escrow Agent to disburse to the Buyer from the Indemnity Escrow Fund an amount in cash equal to the Claimed Amount), (ii) agree that the Buyer is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a letter from the Company Equityholder Representative instructing the Escrow Agent to disburse to the Buyer from the Indemnity Escrow Fund an amount in cash equal to the Agreed Amount) or (iii) dispute that the Buyer is entitled to receive any of the Claimed Amount. If no Response is delivered by the Company Equityholder Representative within such 30-day period, the Company Equityholders shall be deemed to have agreed that all of the Claimed Amount is owed to the Buyer. Acceptance by the Buyer of partial payment of any Claimed Amount shall be without prejudice to the Buyer’s right to claim the balance of any such Claimed Amount. (d) Subject to Section 2.6(h), any Dispute shall be resolved in accordance with Section 11.10. If the Buyer and the Company Equityholder Representative settle such dispute pursuant to a written resolution executed by each of the Buyer and the Company Equityholder Representative, or if a court of competent jurisdiction determines that Buyer is entitled to a distribution with respect to a Dispute such determination has become final and non-appealable, then the Company Equityholder Representative and the Buyer shall deliver to the Escrow Agent, promptly (and in any event within two (2) Business Days) following such settlement or final determination a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Indemnity Escrow Fund shall be distributed to the Buyer (which notice shall be consistent with the terms of such settlement or final determination of the Dispute). (e) Notwithstanding the other provisions of this Section 8.3, if a third party asserts (other than by means of a lawsuit) that any Buyer Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which a Buyer Indemnified Party may be entitled to indemnification pursuant to Section 8.1, and the Buyer reasonably determines that it has a valid business reason to fulfill such obligation, then (i) the Buyer shall be entitled to satisfy such obligation, without prior notice to or consent from the Company Equityholder Representative or the Company Equityholders, to the extent such notice or consent is not practicable under the circumstances, (ii) subject to the limitations in this Article VIII, the Buyer may subsequently make a claim against the R&W Policy or the Indemnity Escrow Fund for indemnification in accordance with the provisions of this Article VIII, and (iii) subject to the limitations in this Article VIII (but not directly against the Company Equityholders), the Buyer shall be entitled to indemnification from the R&W Policy and the Indemnity Escrow Fund, in accordance with the provisions of this Article VIII, for any such Damages for which it is entitled to indemnification pursuant to this Article VIII (subject to the right of the Company Equityholder Representative, on behalf of the Company Equityholders, to dispute the applicable Buyer Indemnified Party’s entitlement to indemnification, and the amount for which it is entitled to indemnification, under the terms of this Article VIII, it being understood that the mere payment of such amount by Buyer shall not be taken into account for purposes of determining whether the Buyer Indemnified Party is entitled to indemnification pursuant to this Article VIII). The provisions of this paragraph 8.3(e) shall only apply with respect to claims against the R&W Policy or the Indemnity Escrow Fund. (f) Without limitation of Section 2.4, the Company Equityholder Representative shall have full power and authority on behalf of each Company Equityholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Company Equityholders under this Article VIII. The Company Equityholder Representative shall have no Liability to any Company Equityholders for any action taken or omitted on behalf of the Company Equityholders pursuant to this Article VIII. Notwithstanding anything to the contrary set forth in this Agreement, without limiting the authority of the Company Equityholder Representative with respect to the Indemnity Escrow Fund, the Company Equityholder Representative shall not have the authority to commit any individual Company Equityholder to be directly liable to any Buyer Indemnified Party without such Company Equityholder’s express written consent, except to the extent (i) all Company Equityholders holding Equity Interests that are included in the definition of Pro Rata Direct Indemnity Portion are so liable for their respective Pro Rata Direct Indemnity Portion of such liability and (ii) such liability does not exceed the limitations otherwise set forth in this Article VIII (it being expressly acknowledged and agreed that, solely for purposes of this sentence, the limitations in this Article VIII shall be read without giving effect to the exception to such limitations set forth in Section 8.5(n)).

Indemnification Claims. (a) A person entitled An Indemnified Party shall give written notification to the Indemnifying Party of (i) any claim or demand, which the Indemnified Party has determined has given rise to a right of indemnification under this Agreement or (ii) the commencement of any Third Party Action. Such notification shall be given within 20 days after the Indemnified Party shall become aware of such claim or demand giving right to indemnification under this Section (an “Indemnified Party”) shall give prompt written notification to Agreement or, in the person from whom indemnification is sought (the “Indemnifying Party”) case of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought orAction, if earlier, upon receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claimThird Party Action with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided, however, that if the Indemnifying . The Controlling Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Non-controlling Party advised of the status of such action, suit, proceeding or claim Third Party Action and the defense thereof and shall consider in good faith recommendations made by the other Non-controlling Party with respect thereto. . The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (eincluding copies of any summons, complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VIII, denied or conditionedan Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. The If the Indemnified Party is the Buyer, the Indemnifying Party shall not agree deliver a copy of the Claim Notice to any settlement the Escrow Agent. (c) Within 30 days after delivery of such actiona Claim Notice, suit, proceeding or claim or consent the Indemnifying Party shall deliver to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party without the prior written consent is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that, subject to Section 8.5(g), if the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse Escrow Shares having an aggregate value (as determined pursuant to the Escrow Agreement) equal to the Claimed Amount to the Buyer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; provided that, subject to Section 8.5(g), if the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse Escrow Shares having an aggregate value (as determined pursuant to the Escrow Agreement) equal to the Agreed Amount to the Buyer) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then the provisions of Section 8.3(e) shall become effective with respect to such Dispute. The provisions of this Section 8.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Indemnifying Party and the Indemnified Party to arbitrate a Dispute, such Dispute shall be resolved in a state or federal court sitting in Connecticut in accordance with Section 11.11. If the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Fund shall be disbursed to the Buyer and/or the Company Shareholder (which notice shall be consistent with the terms of the resolution of the Dispute). (e) If, as set forth in Section 8.3(d), the Indemnified Party and the Indemnifying Party agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by a panel of three arbitrators (the “Arbitrators”), all of which shall be selected in accordance with the Commercial Rules of the AAA in effect from time to time and the following provisions: (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The parties shall commence the arbitration by jointly filing a written submission with the Hartford, Connecticut office of the AAA in accordance with Commercial Rule 5 (or any successor provision). (iii) No depositions or other discovery shall be conducted in connection with the arbitration. (iv) Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrators shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrators’ reasons therefor. Any award rendered by the Arbitrators shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 11.11), provided that the Arbitrators shall have no power or authority to (x) award damages in excess of the portion of the Claimed Amount that is subject to such Dispute, (y) award multiple, consequential, punitive or exemplary damages, or (z) grant injunctive relief, specific performance or other equitable relief. (v) The Arbitrators shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 8.3(e), or (y) address or resolve any issue not submitted by the parties. (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrators, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrators may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party’s attorneys’ fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Indemnified Party and the Indemnifying Party.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “Indemnified Party”) The Buyer shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Notified Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 calendar days after receipt by the assertion Buyer of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that then known by the Buyer) the facts constituting the basis for such Indemnifying Third Party is actually prejudiced as a result Action and the amount of the claimed damages. No delay or failure on the part of the Buyer in so notifying the Notified Party shall relieve the Equity Holders or the Seller of any Liability hereunder except to the extent of any damage or Liability caused by or arising out of such failure to give notice). (b) delay or failure. Within thirty (30) 20 calendar days after delivery of such notification, the Indemnifying Notified Party may, upon written notice thereof to the Indemnified PartyBuyer, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Buyer; provided that (i) the Notified Party may only assume control of such defense if (A) it acknowledges in writing to the Buyer that any damages, suitfines, proceeding costs or claim. If other Liabilities that may be assessed against the Indemnifying Buyer in connection with such Third Party does Action constitute Damages for which the Buyer shall be indemnified pursuant to this Article VIII, subject to the limitations set forth in this Article VIII, and (B) the ad damnum in such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to 150% of the current balance of the General Escrow Fund, in the case of a Third Party Action that is unrelated to the Special Obligations, or 150% of the current aggregate balance of the General Escrow Fund and the Special Escrow Fund, in the case of a Third Party Action that relates to the Special Obligations, and (ii) the Notified Party may not assume control of such defensethe defense of any Third Party Action involving Taxes (except to the extent separately addressed in Section 9.4) or criminal Liability or in which equitable relief is sought against the Buyer. If the Notified Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer shall control such defense. (c) . The Non-Controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-Controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Buyer with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnifying Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 8.3(a) or (ii) the Notified Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have Buyer has conflicting interests or different defenses available with respect to such action, suit, proceeding or claim, the Indemnifying Third Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) Action. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Notified Party shall not agree to any settlement of, or the entry of such actionany judgment arising from, suit, proceeding or claim any Third Party Action without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Buyer shall not be required if the Notified Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Buyer from further Liability and has no other adverse effect on the Buyer. Except as provided in Section 8.3(f) below, denied or conditioned. The Indemnifying Party the Buyer shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any such Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Action without the prior written consent of the Indemnified Notified Party, which shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VIII, the Buyer shall deliver a Claim Notice to the Notified Party (with a copy to the Seller in the case of a claim pursuant to Section 8.2). (c) Within 30 calendar days after delivery of a Claim Notice, the Notified Party shall deliver to the Buyer a Response, in which the Notified Party shall (i) agree that the Buyer is entitled to receive all of the Claimed Amount (in which case (A) if the indemnification was sought pursuant to Section 8.1, the Response shall be accompanied by a letter from the Seller instructing the Escrow Agent to disburse to the Buyer from the General Escrow Fund or the Special Escrow Fund, as applicable, an amount in cash equal to the Claimed Amount or (b) if the indemnification was sought pursuant to Section 8.2, the Response shall be accompanied by an amount in immediately available funds equal to the Claimed Amount), (ii) agree that the Buyer is entitled to receive the Agreed Amount (in which case (A) if the indemnification was sought pursuant to Section 8.1, the Response shall be accompanied by a letter from the Seller instructing the Escrow Agent to disburse to the Buyer from the General Escrow Fund or the Special Escrow Fund, as applicable, an amount in cash equal to the Agreed Amount or (b) if the indemnification was sought pursuant to Section 8.2, the Response shall be accompanied by an amount in immediately available funds equal to the Agreed Amount) or (iii) dispute that the Buyer is entitled to receive any of the Claimed Amount. The Notified Party may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Buyer is entitled to indemnification under this Article VIII. If no Response is delivered by the Notified Party within such 30-day period, and (i) indemnification was sought by the Buyer pursuant to Section 8.1, the Equity Holders and the Seller shall be deemed to have agreed that all of the Claimed Amount is owed to the Buyer or (ii) indemnification was sought by the Buyer pursuant to Section 8.2, the applicable Equity Holder shall be deemed to have agreed that all of the Claimed Amount is owed to the Buyer. Acceptance by the Buyer of partial payment of any Claimed Amount shall be without prejudice to the Buyer’s right to claim the balance of any such Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Notified Party and the Buyer shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Notified Party and the Buyer shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Notified Party and the Buyer agree in writing to submit the Dispute to such arbitration, then the provisions of Section 8.3(e) shall become effective with respect to such Dispute. The provisions of this Section 8.3(d) shall not obligate the Notified Party and the Buyer to submit to arbitration or any other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Notified Party and the Buyer to arbitrate a Dispute, such Dispute shall be resolved in a state or federal court sitting in the Commonwealth of Massachusetts, in accordance with Section 12.11. If the Buyer is seeking to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Seller and the Buyer shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the General Escrow Fund or the Special Escrow Fund, as applicable, shall be distributed to the Buyer (which notice shall be consistent with the terms of the resolution of the Dispute). If the Buyer is seeking to enforce the claim pursuant to Section 8.2 of this Agreement, the applicable Equity Holder shall deliver to the Buyer, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), an amount in immediately available funds equal to the amount provided for in the resolution of the Dispute. (e) If, as set forth in Section 8.3(d), the Buyer and the Notified Party agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling; (ii) Either party shall commence the arbitration by filing a written submission with the Boston, Massachusetts office of the AAA in accordance with Commercial Rule 5 (or any successor provision); (iii) All depositions or other discovery shall be conducted pursuant to the applicable U.S. federal rules relating to discovery; (iv) Not later than 30 calendar days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator’s reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 12.11); (v) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (A) modify or disregard any provision of this Agreement, including the provisions of this Section 8.3(e), or (B) address or resolve any issue not submitted by the parties; and (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party’s attorneys’ fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by (i) the Buyer and the Seller, if the indemnification was sought by the Buyer pursuant to Section 8.1 of this Agreement, and (ii) the Buyer and the applicable Equity Holder, if the indemnification was sought by the Buyer pursuant to Section 8.2 of this Agreement. (f) Notwithstanding the other provisions of this Section 8.2, if a party to any agreement listed in Section 8.3(f) of the Disclosure Schedule asserts (other than by means of a lawsuit) that the Buyer is liable to such party for a monetary or other obligation which may constitute or result in Damages for which the Buyer may be entitled to indemnification pursuant to this Article VIII, and the Buyer reasonably determines that it has a valid business reason to fulfill such obligation, then (i) the Buyer shall be entitled to satisfy such obligation, without prior notice to or consent from the Notified Party, (ii) the Buyer may subsequently make a claim for indemnification in accordance with the provisions of this Article VIII and (iii) the Buyer shall be reimbursed, in accordance with the provisions of this Article VIII, for any such Damages for which it is entitled to indemnification pursuant to this Article VIII (subject to the right of the Notified Party to dispute the Buyer’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VIII). (g) The Seller shall have full power and authority on behalf of each Equity Holder to take any and all actions on behalf of, execute any and all Responses and other instruments on behalf of, and execute or waive any and all rights of, the Equity Holders with respect to indemnification claims made under Section 8.1 of this Agreement. The Seller shall have no Liability to any Equity Holder for any action taken or omitted on behalf of the Equity Holders pursuant to this Section 8.3(g).

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VI and (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VI and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving Taxes, criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit, proceeding or claimThird Party Action; provided that for the purposes of clause (i), the Indemnifying Indemnified Party shall only be responsible for the reasonable entitled to fees and expenses of counsel to only if the indemnification claim by the Indemnified Party solely in connection therewithrelating to such Third Party Action is a valid claim. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed; provided, further, provided that in no event the consent of the Indemnified Party shall not be required if the Indemnifying Party be responsible for the fees agrees in writing to pay any amounts payable pursuant to such settlement or judgment and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised settlement or judgment includes a complete release of the status of such action, suit, proceeding or claim Indemnified Party from further liability and has no other adverse effect on the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VI, denied or conditionedan Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. The If the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party shall not agree deliver a copy of the Claim Notice to any settlement the Escrow Agent. (c) Within 20 days after delivery of such actiona Claim Notice, suit, proceeding or claim or consent the Indemnifying Party shall deliver to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse the Claimed Amount to the Buyer), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer and is seeking to enforce such claim pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to disburse the Agreed Amount to the Buyer) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration and the procedures to be followed in connection therewith. In the absence of an agreement by the Indemnifying Party and the Indemnified Party to arbitrate a Dispute, either Party may seek resolution of such Dispute in a court having jurisdiction over the Parties and the matter. If the Indemnified Party is the Buyer and is seeking to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Indemnity Escrow shall be disbursed to the Buyer and/or the Indemnifying Stockholders (which notice shall be consistent with the terms of the resolution of the Dispute). (e) Notwithstanding the other provisions of this Section 6.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VI, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation upon prior notice to, but without requiring consent from, the prior written consent Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Indemnifying Party to dispute the Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI). (f) For purposes of this Section 6.3 and the second and third sentences of Section 6.4, (i) if the Indemnifying Stockholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make any payments) shall be deemed to refer to the Indemnification Representative, and (ii) if the Indemnifying Stockholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments) shall be deemed to refer to the Indemnification Representative. The Indemnification Representative shall have full power and authority on behalf of each Indemnifying Stockholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Indemnifying Stockholders under this Article VI. The Indemnification Representatives shall have no liability to any Indemnifying Stockholder for any action taken or omitted on behalf of the Indemnifying Stockholders pursuant to this Article VI. The Indemnification Representative may resign at any time by providing written notice in advance to the Buyer and the Indemnifying Stockholders. In the event of the resignation of the Indemnification Representative, a successor Indemnification Representative shall be appointed by the resigning Indemnification Representative or, absent its appointment or in the case of the death or permanent disability of the Indemnification Representative, a successor Indemnification Representative shall be elected by a majority vote of the Indemnifying Stockholders, with each such Indemnifying Stockholder (or his, her or its successors or assigns) to be given a percentage vote equal to the percentage interest in the Indemnity Escrow set forth opposite such Indemnifying Stockholder’s name on the Escrow Interest Table, attached to the Escrow Agreement as Attachment B, as may be amended from time to time. Each successor Indemnification Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Indemnification Representative, and the term “Indemnification Representative” as used herein shall be deemed to include successor Indemnification Representatives.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “Indemnified Party”) The Buyer shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Representative of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Buyer of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that then known by the Buyer) the facts constituting the basis for such Indemnifying Third Party is actually prejudiced as a result Action and the amount of the claimed damages. No delay or failure on the part of the Buyer in so notifying the Representative shall relieve the Company Equityholders of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure to give notice). (b) delay or failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party Representative may, upon written notice thereof to the Indemnified PartyBuyer, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Buyer; provided that (i) the Representative may only assume control of such defense if (A) it acknowledges in writing to the Buyer on behalf of all of the Company Equityholders that any damages, suitfines, proceeding costs or claim. If other liabilities that may be assessed against the Indemnifying Buyer in connection with such Third Party does Action constitute Damages for which the Buyer shall be indemnified pursuant to this Article VII, (B) the ad damnum in such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the current balance of the Escrow Fund, and (C) an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Buyer or the business, operations or future conduct of the Buyer and (ii) the Representative may not assume control of such defensethe defense of any Third Party Action involving Taxes or criminal liability or in which equitable relief is sought against the Buyer or any of its subsidiaries. If the Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Buyer with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnifying Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Representative assumes control of such defense and the Indemnified Party Buyer reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party Company Equityholders and the Indemnified Party Buyer have conflicting interests or different defenses available with respect to such action, suit, proceeding or claim, Third Party Action. Neither the Indemnifying Party Company Equityholders nor the Representative shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) The Indemnified Party shall not agree to any settlement of, or the entry of such actionany judgment arising from, suit, proceeding or claim any Third Party Action without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Buyer shall not be required if the Representative, denied on behalf of all of the Company Equityholders, agrees in writing to pay any amounts payable pursuant to such settlement or conditionedjudgment and such settlement or judgment includes a complete release of the Buyer from further liability and has no other adverse effect on the Buyer. The Indemnifying Party Buyer shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any such Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Action without the prior written consent of the Indemnified PartyRepresentative, which shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VII, the Buyer shall deliver a Claim Notice to the Representative. Within 30 days after delivery of a Claim Notice, the Representative shall deliver to the Buyer a Response, in which the Representative, on behalf of all of the Company Equityholders, shall: (i) agree that the Buyer is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a letter from the Representative instructing the Escrow Agent to disburse to the Buyer from the Escrow Fund an amount in cash equal to the Claimed Amount), (ii) agree that the Buyer is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a letter from the Representative instructing the Escrow Agent to disburse to the Buyer from the Escrow Fund an amount in cash equal to the Agreed Amount) or (iii) dispute that the Buyer is entitled to receive any of the Claimed Amount. If no Response is delivered by the Representative within such 30-day period, the Company Equityholders shall be deemed to have agreed that all of the Claimed Amount is owed to the Buyer. Acceptance by the Buyer of partial payment of any Claimed Amount shall be without prejudice to the Buyer’s right to claim the balance of any such Claimed Amount. (c) Any dispute raised in a Response shall be treated as a Contract Dispute and shall be resolved by binding arbitration in accordance with Section 11.11. If the Buyer is seeking to enforce the claim that is the subject of the Contract Dispute pursuant to the Escrow Agreement, the Representative and the Buyer shall deliver to the Escrow Agent, promptly following the resolution of the Contract Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Fund shall be distributed to the Buyer (which notice shall be consistent with the terms of the resolution of the Contract Dispute).

Indemnification Claims. (a) A person entitled to party seeking indemnification under this Section 12 (an “Indemnified Party”) shall give prompt written notification to the person party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed Damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any Damages caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Agreement and (B) the amount claimed as Damages is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Agreement and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 13(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit, proceeding or claim, the Third Party Action. The Indemnifying Party shall be responsible for not agree to any settlement of, or the reasonable fees and expenses entry of counsel to any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party solely in connection therewith; providedParty, furtherwhich shall not be unreasonably withheld, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding conditioned or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Agreement, denied or conditioned. The an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party is entitled to receive all of the Claimed Amount, (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount; or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. In connection with any Claim Notice delivered pursuant to the first sentence of this paragraph (c), the Indemnifying Party shall pay the Claimed Amount (in the case of clause (i)) or the Agreed Amount (in the case of clause (ii)). When the Company is the Indemnifying Party all such payments shall be made solely by delivering to the Indemnified Party such number of shares of Common Stock as have an aggregate value equal to the Claimed Amount or the Agreed Amount, as the case may be. For purposes of this Agreement, the “Value” of any Common Stock delivered in satisfaction of an indemnity claim shall be the average of the last reported sale prices per share of the Common Stock on the NASDAQ Global Market over the five consecutive trading days ending two trading days before such shares of Common Stock are delivered to the Indemnified Party, as applicable, as provided above (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Common Stock since the beginning of such five-day period), multiplied by the number of such shares of Common Stock that are delivered to the Indemnified Party. In the case of any shares of Common Stock that are delivered to the Consultant by the Company, such shares of Common Stock shall not be registered under the Securities Act and shall bear the following legend: “The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged, or hypothecated unless and until such shares are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” In addition, and notwithstanding any other terms hereof, in no event shall the Company be obligated to issue or deliver to the Consultant, pursuant to this Agreement or the Purchase Agreement, an aggregate number of shares of Common Stock representing twenty percent (20%) or more of the then-outstanding shares of Common Stock without the prior written consent approval of the Company’s stockholders. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified PartyParty shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, such Dispute shall be resolved in a state or federal court sitting in the State of Delaware, in accordance with Section 15.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “An Indemnified Party”) Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Party of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Indemnified Party of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and agreedthe amount of the claimed Damages; provided, however, that no delay or failure on the failure by an part of the Indemnified Party to give notice of a Third in so notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement except hereunder except, and only solely, to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) delay or failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages, suitfines, proceeding costs or claimother liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of such defensethe defense of a Third Party Action, the Indemnified Party shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, howevercomplaint or other pleading which may have been served on such Party and any written claim, that demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit, proceeding or claim, the Third Party Action. The Indemnifying Party shall be responsible for not agree to any settlement of, or the reasonable fees and expenses entry of counsel to any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party solely in connection therewith; providedParty, furtherwhich shall not be unreasonably withheld, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding conditioned or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (e) delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, proceeding or claim Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VII, denied or conditioned. The an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. (c) Within 20 days after delivery of a Claim Notice, the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a Response, in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party without is entitled to receive all of the prior written consent of Claimed Amount (in which case, unless instructed otherwise by the Indemnified Party, the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer); (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case, unless instructed otherwise by the Indemnified Party, the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer); or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then the arbitration shall be conducted by a single arbitrator in Wilmington, Delaware in accordance with the Commercial Arbitration Rules of the AAA in effect from time to time.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “Indemnified Party”) The Buyer or Parent shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Representatives of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within 20 days after receipt by the assertion Buyer or Parent of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that then known by the Buyer or Parent) the facts constituting the basis for such Indemnifying Third Party is actually prejudiced as a result Action and the amount of the claimed damages. No delay or failure on the part of the Buyer or Parent in so notifying the Representatives shall relieve the Company Shareholders of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure to give notice). (b) delay or failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party Representatives may, upon written notice thereof to the Indemnified PartyBuyer and Parent, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Buyer and Parent; provided that (i) the Representatives may only assume control of such defense if (A) they acknowledge in writing to the Buyer and Parent on behalf of all of the Company Shareholders that any damages, suitfines, proceeding costs or claim. If other liabilities that may be assessed against the Indemnifying Buyer or Parent in connection with such Third Party does Action constitute Damages for which the Buyer or Parent shall be indemnified pursuant to this Article VI, (B) the ad damnum in such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the current balance of the Escrow Fund, and (C) an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Buyer or Parent or the business, operations or future conduct of the Buyer or Parent and (ii) the Representatives may not assume control of such defensethe defense of any Third Party Action involving Taxes or criminal liability or in which equitable relief is sought against the Buyer or Parent or any of its subsidiaries. If the Representatives do not, or are not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer and/or Parent shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided, however, that if . The Controlling Party shall keep the Indemnifying Non-controlling Party assumes control advised of the status of such defense Third Party Action and the Indemnified defense thereof and shall consider in good faith recommendations made by the Non-controlling Party reasonably concludes, based on advice from counsel, that with respect thereto. The Non-controlling Party shall furnish the Indemnifying Controlling Party and the Indemnified Party with such information as it may have conflicting interests with respect to such actionThird Party Action (including copies of any summons, suit, proceeding complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the Indemnifying same) and shall otherwise cooperate with and assist the Controlling Party shall be responsible for in the reasonable defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Buyer and Parent with respect to a Third Party solely in connection therewith; provided, further, that in no event Action shall be considered Damages for purposes of this Agreement if (i) the Indemnifying Buyer or Parent controls the defense of such Third Party be responsible for Action pursuant to the fees and expenses terms of more than one counsel in any one jurisdiction for all Indemnified Parties. this Section 6.2(a) or (dii) The Party controlling the Representatives assume control of such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof Buyer or Parent reasonably concludes that the Company Shareholders and shall consider recommendations made by the other Party Buyer or Parent have conflicting interests or different defenses available with respect thereto. (e) The Indemnified to such Third Party Action. Neither the Company Shareholders nor the Representatives shall not agree to any settlement of, or the entry of such actionany judgment arising from, suit, proceeding or claim any Third Party Action without the prior written consent of the Indemnifying PartyBuyer and Parent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Buyer and Parent shall not be required if the Representatives, denied on behalf of all of the Company Shareholders, agree in writing to pay any amounts payable pursuant to such settlement or conditionedjudgment and such settlement or judgment includes a complete release of the Buyer and Parent from further liability and has no other adverse effect on the Buyer or Parent. The Indemnifying Party Except as provided in Section 6.2(e) below, the Buyer and Parent shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any such Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Action without the prior written consent of the Indemnified PartyRepresentatives, which shall not be unreasonably withheld, conditioned or delayed. (b) In order to seek indemnification under this Article VI, the Buyer or Parent shall deliver a Claim Notice to the Representatives. (c) Within 20 days after delivery of a Claim Notice, the Representatives shall deliver to the Buyer or Parent, as applicable, a Response, in which the Representatives, on behalf of all of the Company Shareholders, shall: (i) agree that the Buyer or Parent, as applicable, is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a letter from the Representatives instructing the Escrow Agent to disburse to the Buyer or Parent, as applicable, from the Escrow Fund an amount in cash equal to the Claimed Amount), (ii) agree that the Buyer or Parent, as applicable, is entitled to receive the Agreed Amount (in which case the Response shall be accompanied by a letter from the Representatives instructing the Escrow Agent to disburse to the Buyer or Parent, as applicable, from the Escrow Fund an amount in cash equal to the Agreed Amount) or (iii) dispute that the Buyer or Parent, as applicable, is entitled to receive any of the Claimed Amount. The Representatives may contest the payment of all or a portion of the Claimed Amount only based upon a good faith belief that all or such portion of the Claimed Amount does not constitute Damages for which the Buyer or Parent, as applicable, is entitled to indemnification under this Article VI. If no Response is delivered by the Representatives within such 20-day period, the Company Shareholders shall be deemed to have agreed that all of the Claimed Amount is owed to the Buyer or Parent, as applicable. Acceptance by the Buyer or Parent, as applicable, of partial payment of any Claimed Amount shall be without prejudice to the Buyer’s or Parent’s right to claim the balance of any such Claimed Amount. (d) During the 30-day period following the delivery of a Response that reflects a Dispute, the Representatives and the Buyer shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, any party may commence an action to resolve such Dispute in a court of competent jurisdiction in the Province of Alberta in accordance with Section 9.11. If the Buyer is seeking to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Representatives and the Buyer shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Fund shall be distributed to the Buyer (which notice shall be consistent with the terms of the resolution of the Dispute). (e) Notwithstanding the other provisions of this Section 6.2, if a third party asserts (other than by means of a lawsuit or a tax reassessment) that the Buyer is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which the Buyer may be entitled to indemnification pursuant to this Article VI, and the Buyer reasonably determines that it has a valid business reason to fulfill such obligation, then (i) the Buyer shall be entitled to satisfy such obligation, without prior notice to or consent from the Representatives, (ii) the Buyer may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) the Buyer shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Representatives, on behalf of the Company Shareholders, to dispute the Buyer’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VI). (f) The Representatives shall have full power and authority on behalf of each Company Shareholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Company Shareholders under this Article VI. The Representatives shall have no liability to any Company Shareholders for any action taken or omitted on behalf of the Company Shareholders pursuant to this Article VI.

Indemnification Claims. (a) A person entitled to indemnification under this Section (an “Indemnified Party”) The Buyer shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) Representative, comprising a Claim Notice or Expected Claim Notice, of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may Action. Such notification shall be sought or, if earlier, upon given within twenty (20) days after receipt by the assertion Buyer of any notice of such claim by a Third Party Action, and shall describe in reasonable detail (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that then known by the Buyer) the facts constituting the basis for such Indemnifying Third Party is actually prejudiced as a result Action, the applicable provisions of the Agreement comprising the underlying the claim, and the amount of the claimed damages. No delay or failure on the part of the Buyer in so notifying the Representative shall relieve the Equity Holders of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure to give notice). delay or failure. Within twenty (b) Within thirty (3020) days after delivery of such notification, the Indemnifying Party Representative may, upon written notice thereof to the Indemnified PartyBuyer, assume control of the defense of such actionThird Party Action with counsel reasonably satisfactory to the Buyer; provided that (i) the Representative may only assume control of such defense if (A) it acknowledges in writing to the Buyer on behalf of all of the Equity Holders that any damages, suitfines, proceeding costs or claim. If other liabilities that may be assessed against the Indemnifying Buyer in connection with such Third Party does Action constitute Damages for which the Buyer shall be indemnified pursuant to this Article VI (subject to the limitations herein), (B) the claimed Damages in such Third Party Action, taken together with the reasonably estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the current balance of the Escrow Fund, and (C) an adverse resolution of the Third Party Action would not reasonably be expected to have a material adverse effect on the goodwill or reputation of the Buyer or the business, operations or future conduct of the Buyer (it being understood and agreed that an award or settlement involving only money damages would not constitute any such adverse effect) and (ii) the Representative may not assume control of such defensethe defense of any Third Party Action involving Taxes or criminal liability or in which equitable relief is sought against the Buyer or any of its subsidiaries. If the Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer shall control such defense. (c) . The Non-controlling Party not controlling may participate in such defense may participate therein at its own expense; provided, however, that if . The Controlling Party shall keep the Indemnifying Non-controlling Party assumes control advised of the status of such defense Third Party Action and the Indemnified defense thereof and shall consider in good faith recommendations made by the Non-controlling Party reasonably concludes, based on advice from counsel, that with respect thereto. The Non-controlling Party shall furnish the Indemnifying Controlling Party and the Indemnified Party with such information as it may have conflicting interests with respect to such actionThird Party Action (including copies of any summons, suit, proceeding complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the Indemnifying same) and shall otherwise cooperate with and assist the Controlling Party shall be responsible in the defense of such Third Party Action. In connection with matters for which the Buyer obtains indemnification pursuant to Section 6.1, the reasonable fees and expenses of counsel to the Indemnified Buyer with respect to a Third Party solely Action shall be considered Damages for purposes of this Agreement only if (x) the Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 6.2(a) or (y) the Representative assumes control of such defense and the Buyer reasonably concludes that the Equity Holders and the Buyer have conflicting interests or different defenses available with respect to such Third Party Action, in connection therewith; provided, further, that in no event which case Buyer’s Damages shall the Indemnifying Party be responsible for the include legal fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made reasonably incurred by the other Party with respect thereto. (e) The Indemnified Party Buyer to the extent relating to such conflicting interests or different defenses. Neither the Equity Holders nor the Representative shall not agree to any settlement of, or the entry of such actionany judgment arising from, suit, proceeding or claim any Third Party Action without the prior written consent of the Indemnifying PartyBuyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the consent of the Buyer shall not be required if the Representative, denied on behalf of all of the Equity Holders, agrees in writing that the Equity Holders will pay any amounts payable pursuant to such settlement or conditionedjudgment and such settlement or judgment includes a complete release of the Buyer from further liability and imposes no other obligations (other than those that are ministerial in nature in connection with any such settlement) on the Company, the Surviving Corporation, the Buyer or any of their respective controlled subsidiaries, directors or officers. The Indemnifying Party Except as provided in Section 6.2(f) below, the Buyer shall not agree to any settlement of, or the entry of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified arising from, any such Third Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party Action without the prior written consent of the Indemnified PartyRepresentative, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) A person entitled party entitled, or seeking to assert rights, to indemnification under this Section Article VI (an “"Indemnified Party”") shall give prompt written notification to the person party from whom indemnification is sought (the “an "Indemnifying Party”") of the commencement of any action, suit or proceeding relating to a Third Party third party claim for which indemnification pursuant to this Article VI may be sought orsought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such suit or proceeding, if earlier, upon and shall describe in reasonable detail (to the assertion extent known by the Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of any such claim by a Third Party (it being understood and agreedthe claimed damages; provided, however, that no delay on the failure by an part of the Indemnified Party to give notice of a Third in notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). (b) failure. Within thirty (30) 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party may not assume control of the defense of a suit or claimproceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. (c) . The Party party not controlling such defense (the "Non-controlling Party") may participate therein at its own expense; provided, however, provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionsuit or proceeding, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible considered "Damages" for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party party controlling such defense (the "Controlling Party") shall keep the other Non- controlling Party advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Non-controlling Party with respect thereto. . The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (eincluding copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. (b) In order to seek indemnification under this Article VI, delayedan Indemnified Party shall give written notification (a "Claim Notice") to the Indemnifying Party which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, denied or conditioned(ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (c) below) in the amount of such Damages. The If the Indemnified Party is the Buyer, the Indemnifying Party shall not agree deliver a copy of the Claim Notice to any settlement the Escrow Agent. The Claim Notice shall be delivered by the Indemnified Party as soon as practicable after the Indemnified Party has knowledge of such actionthe related Damages, suitprovided however, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release no delay on the part of the Indemnified Party from all liability with respect thereto or that imposes in delivering such Claim Notice shall relieve the Indemnifying Party of any liability or obligation on hereunder except to the extent of any damage or liability caused by or arising out of such failure. (c) Within 20 days after delivery of a Claim Notice in the form required by Section 6.3(b), the Indemnifying Party shall deliver to the Indemnified Party without a written response (the "Response") in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer, then such payment shall not be made by check or wire transfer, and instead the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to the Buyer such number of Escrow Shares as have an aggregate Value (as defined below) equal to the Claimed Amount), (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case the Response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Agreed Amount, by check or by wire transfer; provided that if the Indemnified Party is the Buyer, then such payment shall not be made by check or wire transfer, and instead the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to distribute to the Buyer such number of Escrow Shares as have an aggregate Value equal to the Agreed Amount) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in the Response disputes its liability for all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall follow the procedures set forth in Section 6.3(d) for the resolution of such dispute (a "Dispute"). For purposes of this Article VI, the "Value" of any Escrow Shares delivered in satisfaction of an indemnity claim shall be the average closing price for 5 trading days preceding the date of this Agreement (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock since the date hereof), multiplied by the number of such Escrow Shares. (d) During the 60-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 60-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to a mutually acceptable alternative dispute resolution procedure (which may be non-binding or binding upon the parties, as they agree in advance) (the "ADR Procedure"). In the event the Indemnifying Party and the Indemnified Party agree upon an ADR Procedure, such parties shall, in consultation with the chosen dispute resolution service (the "ADR Service"), promptly agree upon a format and timetable for the ADR Procedure, agree upon the rules applicable to the ADR Procedure, and promptly undertake the ADR Procedure. The provisions of this Section 6.3(d) shall not obligate the Indemnifying Party and the Indemnified Party to pursue an ADR Procedure or prevent either such party from pursuing the Dispute in a court of competent jurisdiction; provided that, if the Indemnifying Party and the Indemnified Party agree to pursue an ADR Procedure, neither the Indemnifying Party nor the Indemnified Party may commence litigation or seek other remedies with respect to the Dispute prior to the completion of such ADR Procedure. Any ADR Procedure undertaken by the Indemnifying Party and the Indemnified Party shall be considered a compromise negotiation for purposes of federal and state rules of evidence, and all statements, offers, opinions and disclosures (whether written consent or oral) made in the course of the ADR Procedure by or on behalf of the Indemnifying Party, the Indemnified Party or the ADR Service shall be treated as confidential and, where appropriate, as privileged work product. Such statements, offers, opinions and disclosures shall not be discoverable or admissible for any purposes in any litigation or other proceeding relating to the Dispute (provided that this sentence shall not be construed to exclude from discovery or admission any matter that is otherwise discoverable or admissible). The fees and expenses of any ADR Service used by the Indemnifying Party and the Indemnified Party shall be shared equally by the Indemnifying Party and the Indemnified Party. If the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, pursuant to an ADR Procedure, as a result of a judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Shares shall be distributed to the Buyer and/or the Indemnifying Shareholders (which notice shall be consistent with the terms of the resolution of the Dispute). (e) Notwithstanding the other provisions of this Section 6.3, if a third party asserts (other than by means of a lawsuit) that an Indemnified Party is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Article VI, and such Indemnified Party reasonably determines that it has a valid business reason to fulfill such obligation, then (i) such Indemnified Party shall be entitled to satisfy such obligation, without prior notice to or consent from the Indemnifying Party, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the provisions of this Article VI, and (iii) such Indemnified Party shall be reimbursed, in accordance with the provisions of this Article VI, for any such Damages for which it is entitled to indemnification pursuant to this Article VI (subject to the right of the Indemnifying Party to dispute the Indemnified Party's entitlement to indemnification, or the amount for which it is entitled to indemnification (including without limitation to the extent prejudiced by the actions taken by the Indemnified Party hereunder), under the terms of this Article VI). (f) For purposes of this Section 6.3 and the last two sentences of Section 6.4, (i) if the Indemnifying Shareholders comprise the Indemnifying Party, any references to the Indemnifying Party (except provisions relating to an obligation to make or a right to receive any payments provided for in Section 6.3 or Section 6.4) shall be deemed to refer to the Indemnification Representatives, and (ii) if the Indemnifying Shareholders comprise the Indemnified Party, any references to the Indemnified Party (except provisions relating to an obligation to make or a right to receive any payments provided for in Section 6.3 or Section 6.4) shall be deemed to refer to the Indemnification Representatives. The Indemnification Representatives shall have full power and authority on behalf of each Indemnifying Shareholder to take any and all actions on behalf of, execute any and all instruments on behalf of, and execute or waive any and all rights of, the Indemnifying Shareholders under this Article VI. The Indemnification Representatives shall have no liability to any Indemnifying Shareholder for any action taken or omitted on behalf of the Indemnifying Shareholders pursuant to this Article VI.

Indemnification Claims. (a) A person entitled If any Party seeks to assert rights to indemnification under this Section Article VI (an “the "Indemnified Party”) "), the Indemnified Party shall give prompt written notification to the person Party from whom indemnification is sought (the “"Indemnifying Party”") of the commencement of any action, suit or proceeding relating to a Third Party third-party claim for which indemnification pursuant to this Article VI may be sought orsought. Such notification shall be given within twenty (20) business days after receipt by the Indemnified Party of notice of such suit or proceeding, if earlier, upon and shall describe in reasonable detail (to the assertion extent known by the Indemnified Party) the facts constituting the basis for such suit or proceeding and the amount of any such claim by a Third Party (it being understood and agreedthe claimed damages; provided, however, that no delay on the failure by an part of the Indemnified Party to give notice of a Third in notifying the Indemnifying Party claim as provided in this Section shall not relieve the Indemnifying Party of its indemnification any liability or obligation under this Agreement hereunder except and only to the extent that such Indemnifying Party is actually prejudiced as a result of any damage or liability caused by or arising out of such failure to give notice). failure. Within twenty (b) Within thirty (3020) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such actionsuit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party may only assume control of such defense if it acknowledges in writing to the Indemnified Party that any damages, suitfines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such suit or proceeding constitute Damages for which the Indemnified Party may be indemnified pursuant to this Article VI and that any assumption of control of a defense by the Indemnifying Party shall not, solely by such assumption of control, be an admission or claimconcession of any liability under this Article VI on the part of the Indemnifying Party. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. (c) . The Party not controlling such defense (the "Non-controlling Party") may participate therein at its own expense; provided, however, provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such actionsuit or proceeding, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided, further, that in no event shall the Indemnifying Party be responsible considered "Damages" for the fees and expenses purposes of more than one counsel in any one jurisdiction for all Indemnified Parties. (d) this Agreement. The Party controlling such defense (the "Controlling Party") shall keep the other Non- controlling Party advised of the status of such action, suit, suit or proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Non-controlling Party with respect thereto. . The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such suit or proceeding (eincluding copies of any summons, complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such suit or proceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed; provided that the consent of the Indemnified Party shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such action, suit, suit or proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. (b) In order to seek indemnification under this Article VI, delayedthe Indemnified Party shall give written notification (a "Claim Notice") to the Indemnifying Party which contains (i) a description and the amount (the "Claimed Amount") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party and (ii) a statement that the Indemnified Party is entitled to indemnification under this Article VI for such Damages and a reasonable explanation of the basis therefor. (c) Within twenty (20) days after delivery of a Claim Notice, denied or conditioned. The the Indemnifying Party shall not agree deliver to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or a written response (the "Response") in which the Indemnifying Party shall: (i) agree that imposes any liability or obligation on the Indemnified Party without is entitled to receive all of the prior written consent of Claimed Amount (in which case and subject to Section 6.3, the Buyer (if it is the Indemnified Party.) ----------- shall be entitled to withhold a portion of the Purchase Price otherwise payable to the Seller equal to the Claimed Amount); (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Agreed Amount") (in which case and subject to Section 6.3, the Buyer (if it is ----------- the Indemnified Party) shall be entitled to withhold a portion of the Purchase Price otherwise payable to Seller equal to the Agreed Amount) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party in the Response disputes its liability for all or part of the Claimed Amount, the Parties shall follow the procedures set forth in Section ------- 6.2 (d) for the resolution of such dispute (a "Dispute"). ------ -17-