Common use of Indemnification Claims Clause in Contracts

Indemnification Claims. (a) In order for an Indemnified Party to 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, such Indemnified Party must notify the Indemnifying Party in writing of 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (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); 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) In order for Subject to Section 7.5 below, if an Indemnified Party is of the opinion that it has or may have a right to be entitled to any indemnification provided for indemnification, compensation or reimbursement under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party this Agreement (an “Indemnification Claim”), such Indemnified Party must shall so notify the Indemnifying Party in writing a written notice (a “Claim Certificate”) promptly after receipt of notice of any such right, but in any event, prior to the expiration of the Third applicable Survival Period; provided, however, that the failure to promptly notify the Indemnifying Party thereof will not relieve the Indemnifying Party from liability in connection therewith except and to the extent (and only to the extent) that such failure has materially prejudiced the Indemnifying Party (it being understood, however, that a failure to deliver a Claim Certificate prior to the expiration of an applicable Survival Period will relieve the Indemnifying Party from liability in connection therewith). Each Claim Certificate shall (including in i) state that such notice Indemnified Party has suffered or incurred any Losses for which it is entitled to indemnification, compensation or reimbursement under this Agreement; (ii) contain a brief description of the applicable claims, including damages sought or estimated, in reasonable detail (to the extent actually known by the available to such Indemnified Party) within 20 Business Days after receipt by of the facts, circumstances or events giving rise to each item of Losses based on such Indemnified Party Party’s good faith belief thereof; and (iii) state the basis for indemnification, compensation or reimbursement under this Agreement to which such item 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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 ClaimLosses is related. (b) The In the event that the Indemnifying Party will be entitled seeks to participate contest any individual items of Losses set forth in a Claim Certificate, the defense thereof andIndemnifying Party shall so notify the Indemnified Party in writing (an “Objection Notice”) within 30 days after receipt of such Claim Certificate, if it so chooses, to assume the defense thereof (at the sole cost and expense which Objection Notice shall set forth a brief description in reasonable detail of the Indemnifying Party) with counsel selected by ’s basis for objecting to each item of Loss. In the Indemnifying Party; provided event that (i) the Indemnifying Party provides fails to object to any items of Loss set forth in a Claim Certificate within the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Noticeforegoing 30-day period, (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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees deemed to have irrevocably agreed and expenses of counsel employed by the Indemnified Party 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 consented to give the Claim Notice as provided above). If the Indemnifying Party assumes such defenseindemnify, the Indemnified Party shall have the right to participate in the defense thereof compensate 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 conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by reimburse the Indemnified Party in defending respect of such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 items 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision pursuant to the Indemnifying Party terms 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)this Agreement. (c) 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 to the Indemnifying Party (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); 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. 8.3.1 If any claim contemplated by this Article 8 shall be asserted by a third party against BMO Indemnified Parties or against the Carrier Indemnified Parties (a) In order for an in either case, the “Indemnified Parties”), or if any potential claim contemplated by this Article 8 shall come to the actual knowledge of a Party to be entitled to or any indemnification provided for under Section 7.1 or 7.2 in respect ofof the Indemnified Parties, arising out of or involving, a Third the Party Claim, such Indemnified Party must shall notify the other Party (the “Indemnifying Party in writing of the Third Party Claim (including in such notice a brief description of the applicable claims, including damages sought or estimated, Party”) as soon as possible as to the extent actually known by the Indemnified Party) within 20 Business Days after receipt by such Indemnified Party of notice nature of such Third Party Claim claim (a "Claim Notice"); provided that any failure to give such notification so notify shall not affect the indemnification provided Indemnifying Party’s liability under this Section 7.1 or 7.2 except to unless the extent Indemnified Party is materially prejudiced by such failure) and the Indemnifying Party has been actually prejudiced shall, subject as a result of such failure. Thereafterhereinafter provided, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, (but not required) to assume the defense thereof (at the sole cost and expense defence on behalf of the Indemnifying Party) with counsel selected by the Indemnifying PartyIndemnified Parties of any suit brought to enforce such claim; provided that (i) the Indemnifying Party provides defence shall be through legal counsel acceptable to the Indemnified Party notice Parties acting reasonably and no settlement or admission of its election to assume the defense of such Third 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 liability shall be expected to arise from such Third Party Claim, and (iii) such counsel selected made by the Indemnifying Party is reasonably satisfactory to the or an Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claimwithout, in each case, the Indemnifying Party will prior written consent of the Parties, such consent not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the unreasonably withheld. An Indemnified Party shall have the right to employ separate counsel (limited to one law firm) to represent it in any such suit and participate in that event the defence thereof but the fees and expenses of such separate counsel shall be paid at the expense of the Indemnified Parties unless: 8.3.1.1 the Indemnifying Party fails to assume the defence of such suit on behalf of such Indemnified Parties within ten Business Days of receiving notice of such suit; 8.3.1.2 the employment of such counsel has been authorized by the Indemnifying Party; or 8.3.1.3 the named parties to any such suit include both the Indemnified Parties and the Indemnifying Party and the Indemnified Party shall have been advised by counsel (i) that there may be one or more legal defences available to the Indemnified Parties which are different from those available to the Indemnifying Party or (ii) a conflict of interest would exist for a counsel representing both parties, and (2) in either case the Indemnifying Party shall not have the right to assume the defence of such suit on behalf of the Indemnified Parties but shall be liable for to pay the reasonable fees and expenses of counsel employed by for the Indemnified Party 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 conclusively established for purposes of this Agreement and the Purchase 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 . 8.3.2 The Indemnifying Party shall not be entitled liable under this Section to assume pay (i) the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of more than one law firm acting as counsel incurred by on behalf of the Indemnified Party in defending such Third Party ClaimParties (except as provided by Section 8.3.1), or (ii) if the Third Party Claim seeks an orderany indirect, injunction incidental, special or other equitable relief or relief for other than money consequential damages against of the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)Parties. (c) 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 to the Indemnifying Party (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); 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) In order for an Indemnified Party the event the Parent or the Company Stockholder are entitled, or seek to be entitled assert rights, to any indemnification provided for under Section 7.1 this Article VI, the Parent or 7.2 in respect of, arising out of the Company Stockholder (as the case may be) shall give written notification to the Company Stockholder or involving, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing Parent (as the case may be) of the Third Party Claim (including in such notice commencement of any suit or proceeding relating to a brief description of the applicable claims, including damages sought or estimated, third party claim for which indemnification pursuant to the extent actually known by the Indemnified Party) this Article VI may be sought. Such notification shall be given within 20 Business Days after receipt by such Indemnified Party the party seeking indemnification of notice of such Third Party Claim suit or proceeding, and shall describe in reasonable detail (a "Claim Notice")to the extent known by the party seeking indemnification) the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided provided, however, that failure to give such notification no delay on the part of the party seeking indemnification in notifying the indemnifying party shall not affect relieve the indemnification provided under Section 7.1 indemnifying party of any liability or 7.2 obligation hereunder except to the extent the Indemnifying Party has been actually prejudiced as a result of any damage or liability caused by or arising out of such failure. ThereafterWithin 20 days after delivery of such notification, the Indemnified indemnifying party may, upon written notice thereof to the party seeking indemnification, assume control of the defense of such 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 proceeding involving criminal liability or in which equitable relief is sought against the party seeking indemnification. If the indemnifying party does not so assume control of such defense, the party seeking indemnification shall control such defense. The party not controlling such defense (the “Non-Controlling Party”) may participate therein at its own expense; provided that if the indemnifying party assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the party seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party”) shall keep the Non-Controlling Party advised of the status of such suit or proceeding 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 deliver furnish the Controlling Party with such information as it may have with respect to the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt thereof, such suit or proceeding (including copies of all notices any summons, complaint or other pleading which may have been served on such party and documents received by any written claim, demand, invoice, billing or other document evidencing or asserting the Indemnified same) and shall otherwise cooperate with and assist the Controlling Party relating to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate as reasonably needed in the defense thereof and, if it so chooses, to assume the defense thereof (of such suit or proceeding at the sole cost and expense of the Indemnifying Party) with counsel selected by indemnifying party under Section 6.1 or 6.2, which cost and expense shall be considered “Damages” for purposes of this Agreement. The indemnifying party shall not agree to any settlement of, or the Indemnifying Partyentry of any judgment arising from, any such suit or proceeding without the prior written consent of the party seeking indemnification, which shall not be unreasonably withheld or delayed; 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 judgment 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 party seeking indemnification 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 indemnifying 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 Indemnifying Party provides amount (the Indemnified Party notice “Claimed Amount”) of its election any Damages incurred or reasonably expected to assume be incurred by the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Noticeparty seeking indemnification, (ii) a statement that the Indemnifying Party has party seeking indemnification is entitled to indemnification under this Article VI for such Damages and a reasonable explanation of the financial resources to pay damages that could reasonably be expected to arise from such Third Party Claimbasis therefor, and (iii) a demand for payment (in the manner provided in paragraph (c) below) in the amount of the Claimed Amount. (c) Within twenty (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 counsel selected 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 is reasonably satisfactory 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 Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will Dispute (provided that this sentence shall not be liable construed to the Indemnified Party under this Section 7.3 for exclude from discovery or admission any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation matter that is otherwise discoverable or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the admissible). The fees and expenses of such separate counsel any ADR Service used by the indemnifying party and the party seeking indemnification shall be paid by considered to be Damages; provided, that if the Indemnifying Party, and (2) the Indemnifying Party shall indemnifying party are determined not to be liable for Damages in connection with such Dispute, the reasonable party seeking indemnification shall pay all such fees and expenses expenses. Notwithstanding the other provisions of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof this Section 6.3, if a third party asserts (other than during by means of a lawsuit) that the Parent, the Surviving Corporation or any period 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 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 Parent may be conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject entitled to indemnification pursuant to this Article 7. Notwithstanding VI, and the foregoingParent reasonably determines that the Surviving Corporation or any of their Subsidiaries has a valid business reason to fulfill such obligation, then (i) the Indemnifying Party Parent shall not be entitled to assume satisfy such obligation, with prior notice to but without prior consent from the defense Indemnifying Company Stockholder, (ii) the Parent may subsequently make a claim for indemnification in accordance with the provisions of any Third Party Claim this Article VI, and (and iii) the Parent shall be liable 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 reasonable fees and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 right of the amount thereof during Indemnifying Company Stockholder to dispute the course of the investigation or defenseParent’s entitlement to indemnification, as and when bills are received or the indemnifiable Loss amount for which it is incurred. If entitled to indemnification, under the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision to the Indemnifying Party terms 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheldthis Article VI). (ce) In order For purposes of this Section 6.3 and the last two sentences of Section 6.4, any references to the Company Stockholder or the Indemnifying Company Stockholder (except provisions relating to an obligation to make, or a right to receive, any payments provided for an Indemnified Party in Section 6.3 or Section 6.4) shall be deemed to be entitled refer to the Indemnification Representative. (f) The Indemnification Representative shall have full power and authority on behalf of each Stockholder or Company 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 Stockholder or Indemnifying Company Stockholder under this Article VI. The Indemnification Representative shall have no liability to any indemnification provided Party for under this Agreement other than in respect of, arising out of any action taken or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (including in such notice a brief description omitted on behalf of the applicable claims, including damages sought Company Stockholder or estimated, the Parent pursuant to the 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 failurethis Article VI.

Indemnification Claims. (a) In order for an a Buyer Indemnified Party or a Seller Indemnified Party (an “Indemnified Party”) to be entitled to any indemnification provided for under Section 7.1 6.1 or 7.2 6.2 in respect of, arising out of or involving, involving an Action initiated or commenced by or on behalf of a Third Party (a “Third Party Claim”), such Indemnified Party must notify the notify, with respect to a claim for indemnification pursuant to Section 6.1, US Holdings, or, with respect to a claim for indemnification pursuant to Section 6.2, Buyer (each, an “Indemnifying Party Party”) in writing of the Third Party Claim (including in such notice a brief description of the applicable claimsclaim(s), including damages sought or estimated, to the extent actually known by the such Indemnified Party) within 20 Business Days after receipt by such Indemnified Party of actual notice of such the Third Party Claim (a "Claim Notice"or such earlier deadline as may be required to timely respond to the Third Party Claim); provided provided, however, that failure to give such notification shall not affect the indemnification provided under Section 7.1 6.1 or 7.2 6.2 except to the extent the Indemnifying Party has been actually prejudiced as a result of such failure. Thereafter, the Indemnified The Indemnifying Party shall deliver have the right to undertake 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 defense or opposition to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof Claim (at the sole cost and expense of the Indemnifying Party’s expense) with counsel selected by it and reasonably satisfactory to the Indemnifying Party; provided that Indemnified Party so long as (i) the Indemnifying Party provides gives written notice to the Indemnified Party notice within 20 Business Days after it has been notified of its election to assume the defense of Third Party Claim that it will defend the Indemnified Party against such Third Party Claim within 15 days of receipt of the applicable Claim NoticeClaim, (ii) the Indemnifying Third Party has Claim does not seek an injunction or other equitable relief against the financial resources Indemnified Party and does not relate to pay damages that could reasonably be expected to or arise from in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the amount claimed in such Third Party Claim, taken together with the reasonably estimated costs of defense thereof and the claimed amount with respect to any unresolved claims for indemnification under this Article VI then pending, is (A) if applicable, greater than the remaining portion, if any, of the Indemnity Threshold and (iiiB) such counsel selected by if applicable, less than the Indemnifying Party is reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party ClaimCap, the Indemnifying Party will not be liable to (iv) the Indemnified Party under this Section 7.3 for any has not been advised in writing by outside counsel that a substantive legal expenses subsequently incurred by conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conducting the defense of the Third Party Claim, it will be conclusively established for purposes of this Agreement and (v) the Purchase Agreement that the claims made in that Third Party Claim are within does not allege the scope and subject to indemnification pursuant to this Article 7infringement of the Intellectual Property Rights of any Person by the Indemnified Party. Notwithstanding Neither the foregoing, Indemnified Party nor the Indemnifying Party shall not be entitled to assume the defense of settle any Third Party Claim (and shall be liable for the reasonable fees and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that the Indemnifying Party may settle such Third 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, (4) such settlement does not give rise to any material adverse Tax consequences of the Indemnified Party and (5) such settlement does not involve any admission of liability or wrongdoing by the Indemnified Party. (cb) 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 claimsclaim(s), including damages in good faith sought or estimated, to the extent actually known by the such Indemnified Party); provided provided, however, that failure to give such notification shall not affect the indemnification provided under Section 7.1 6.1 or 7.2 6.2 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 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 or 6.2 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 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, but in all cases subject to the Indemnity Threshold and the Cap, to the extent applicable, and the other limitations set forth herein.

Indemnification Claims. (a) In order An Indemnification Claim for an Indemnified Party Losses to be entitled paid from the Escrow Fund pursuant to any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing Article IX of the Third Party Merger Agreement may be made only if the Company delivers to the Shareholders’ Representative (with a copy to the Escrow Agent) by the deadline for submitting such an Indemnification Claim under the Merger Agreement (including the “Indemnity Termination Date”) a Claim Notice that sets forth in reasonable detail the specific facts and circumstances giving rise to such notice claim and a brief description good faith estimate of the applicable claims, including damages sought or estimated, to dollar amount of 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 has been actually prejudiced as a result of such failure. Thereafter, Losses for which the Indemnified Party shall deliver claims it is entitled to indemnification pursuant to the Indemnifying Partyterms of the Merger Agreement (the “Indemnification Amount”). If, within 10 Business Days after thirty (30) days following receipt by the Shareholders’ Representative of a Claim Notice, the Shareholders’ Representative gives notice (a “Counter Notice”) to the Company (with a copy to the Escrow Agent) disputing the applicable Indemnified Party's receipt thereof, copies ’s entitlement to indemnification with respect to the Indemnification Claim set forth in a Claim Notice or disputing the estimate set forth in such Claim Notice of all notices and documents received by the dollar amount of the Losses for which the Indemnified Party relating is entitled to such Third indemnification pursuant to the terms of the Merger Agreement, the applicable Indemnified Party’s entitlement to indemnification with respect to the Indemnification Claim and the dollar amount of the Losses for which the Indemnified Party Claimis entitled to indemnification pursuant to the terms of the Merger Agreement shall be resolved as provided in Section 2(c) below. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected If no Counter Notice is received by the Indemnifying Party; provided that Escrow Agent within such thirty (i30) day period, then the Indemnifying Party provides the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of Indemnification Amount claimed in 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel Notice shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively deemed established for purposes of this Agreement Escrow Agreement, and, at the end of such thirty (30) day period, the Escrow Agent shall promptly deliver to the Company from the Escrow Fund shares of Company Common Stock with a Market Value (as defined below) as of the date of the Claim Notice equal to the Indemnification Amount as claimed in the Claim Notice. The shares of Company Common Stock so delivered to the Company from the Escrow Fund shall be disbursed from the shares of Company Common Stock of the Former Shareholders included in the Escrow Fund proportionally in accordance with their respective Pro Rata Percentages. The “Market Value” of a share of Company Common Stock as of any day shall be equal to average of the Company Stock Prices over the ten consecutive NASDAQ trading days (or, if the Company Common Stock is not traded on the NASDAQ National Market, such number of trading days on any other exchange or market on which the Company Common Stock is then trading) ending on and including the second full trading day preceding such day. (i) If a Counter Notice is given by the Shareholders’ Representative with respect to an Indemnification Claim, the Escrow Agent shall promptly (but in any event within two business days) disburse the appropriate number of shares of Company Common Stock from the Escrow Fund in respect of such Indemnification Claim only in accordance with (A) joint written instructions of the Company and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject Shareholders’ Representative, or (B) a final judgment with no further right to indemnification pursuant to this Article 7. Notwithstanding the foregoingappeal, the Indemnifying Party shall not be entitled to assume the defense upon an award rendered by a court of any Third Party Claim competent jurisdiction. (and shall be liable for the reasonable fees and expenses of counsel incurred by ii) If the Indemnified Party and the Shareholders’ Representative are unable to resolve any dispute within thirty (30) days of the Shareholders’ Representative’s delivery of a Counter Notice, such dispute shall be resolved in defending such Third Party accordance with Section 10.9 of the Merger Agreement or by means of a settlement reached between Shareholders’ Representative and the Company with respect to the applicable Indemnification Claim. (d) if If the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Shareholders’ Representative and the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 reach a Third Party Claim, all the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 any Indemnification Claim made by the Indemnifying Party shall have assumed Company or if the defense number of shares of Company Common Stock to be disbursed in respect of an Indemnification Claim is determined through a Third Party Claimjudgment not subject to appeal as provided in Section 2(c), the Indemnified Party Shareholders’ Representative and the Company shall not admit any liability jointly deliver written notice of such settlement or judgement to the Escrow Agent, including (if applicable) instructions to the Escrow Agent to disburse the appropriate number of shares of Company Common Stock from the Escrow Fund to the Company, and the Escrow Agent shall act promptly in accordance with respect to, or settle, compromise or discharge, such Third Party Claim without instructions. The shares of Company Common Stock so disbursed to the Indemnifying Party's prior written consent (which consent Company from the Escrow Fund shall not be unreasonably withheld)disbursed proportionally from the shares of Company Common Stock of the Former Shareholders in accordance with their respective Pro Rata Percentages. (ce) In order for an Indemnified Party the event that shares of Company Common Stock contained in the Escrow Fund are required hereunder to be entitled disbursed to the Company, any indemnification provided for under this Agreement other Former Shareholder may deliver to the Company notice prior to the time of disbursement of such shares electing to pay cash in an amount equal to the Market Value of his, her or its Pro Rata Percentage of the shares of Company Common Stock that would otherwise be disbursed from the Escrow Fund to the Company. Upon the delivery of such cash amount by a Former Shareholder (which shall in no event occur later than in respect oftwo Business Days after the delivery of the notice electing to pay cash), arising out of or involving a Third Party Claim, such Indemnified Party the Company shall deliver notice a written instruction to the Escrow Agent to deliver to such Former Shareholder his, her or its Pro Rata Percentage of such claim with reasonable promptness shares of Company Common Stock that would otherwise be disbursed from the Escrow Fund to the Indemnifying Party Company in the absence of such cash payment, and the Escrow Agent shall act in accordance with such instructions. (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); provided that failure to give such notification shall not affect the indemnification provided under Section 7.1 or 7.2 except to f) To the extent the Indemnifying Party has been actually prejudiced as Escrow Agent is otherwise required hereunder to disburse a result fractional share of Company Common Stock of a Former Shareholder, the Escrow Agent shall round such fractional share to the nearest whole share, with one half of such failureEscrow Share being rounded downward. (g) The Escrow Agent shall requisition from the Company’s stock transfer agent stock certificates in appropriate denominations registered as appropriate to facilitate the delivery or disbursement by the Escrow Agent of shares of Company Common Stock hereunder or the reregistration of shares of Company Common Stock in accordance with Section 1(g). The Company shall cause its stock transfer agent to cooperate with the Escrow Agent in connection therewith.

Indemnification Claims. (a) In order for an Subject to the terms of this Agreement, no Parent Indemnified Party shall be entitled to recover any Damages pursuant to the indemnification obligations set forth in Section 9.2 hereof unless and until the Company Stockholders Agent receives a written notice (a “Notice of Claim”) of a claim for indemnification under Section 9.2 (an “Indemnification Claim”) (with a copy to the Escrow Agent) stating, to the then current Knowledge of Parent, (i) that a Parent Indemnified Party has actually suffered or incurred Damages for which such Parent Indemnified Party believes in good faith that it may be entitled to indemnification under Section 9.2, or believes in good faith that a Parent Indemnified Party could suffer or incur Damages for which such Parent Indemnified Party believes in good faith that it may be entitled to indemnification under Section 9.2, (ii) to the extent then known by the Parent Indemnified Party, a brief description, in reasonable detail, of the facts, circumstances or events giving rise to the Indemnification Claim (and the Damages, to the extent known, forming the basis of such Indemnification Claim), including to the extent then known by the Parent Indemnified Party the identity and address of any third-party claimant and copies of any formal demand or complaint, and (iii) the representation, warranty or covenant of this Agreement that may form the basis of such Indemnification Claim under Section 9.2. To be valid pursuant to this Section 9.4, a Notice of Claim relating to an Indemnification Claim under Section 9.2(a) must be received by the Stockholders Agent prior to the expiration of the representation or warranty forming the basis of such claim, and any delivery or attempted delivery of a Notice of Claim after such expiration date shall be void and of no force or effect. In the event that a Parent Indemnified Party shall deliver a Notice of Claim with respect to any claim that is not a Copyright Action but would constitute a Copyright Action if filed or instituted in any Court, such Notice of Claim shall not be effective unless and until a Copyright Action is filed or instituted in Court on or prior to the one-year anniversary of the Closing Date. (b) After receipt of a Notice of Claim, the Stockholders Agent shall have thirty (30) Business Days following such party’s receipt of the Notice of Claim in which to deliver notice of objection to such claim to the Parent Indemnified Party and the Escrow Agent. If no objection notice is given within such 30 Business Day period, then the Indemnification Claim set forth in the related Notice of Claim shall be deemed to be valid and indemnifiable pursuant hereto, whereupon the Escrow Agent shall deliver to such Parent Indemnified Parties (as allocated from the Escrow Shares then remaining in the Escrow Account pursuant to Section 9.4(d)) Escrow Shares equal in value (valued at the Company Closing Price) to the amount of the Indemnification Claim set forth in the Resolved Claim Notice. In the event that the Stockholders Agent shall deliver written objection to any Indemnification Claim set forth in a Notice of Claim within the foregoing 30 Business Day period, then no Parent Indemnified Party shall be entitled to any indemnification provided for under Section 7.1 or 7.2 payment and release of Escrow Shares in respect ofthereof unless and until such Indemnification Claim is finally resolved by mutual agreement, arising out of Court Order or involving, settlement. In the event that a Third Party Claim, such Parent Indemnified Party must notify and the Indemnifying Party Stockholder Agent shall mutually agree to resolve a disputed Indemnification Claim in writing favor of the Third Party Parent Indemnified Parties (or any of them), then the applicable Parent Indemnified Parties and the Stockholders Agent shall provide joint written notice (the “Resolved Claim Notice”) of such offset to the Escrow Agent, whereupon the Escrow Agent shall deliver to such Parent Indemnified Parties (including as allocated from the Escrow Shares then remaining in such notice a brief description the Escrow Account pursuant to Section 9.4(d)) Escrow Shares equal in value (valued at the Company Closing Price) to the amount of the applicable claims, including damages sought or estimated, to Indemnification Claim set forth in 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 "Resolved Claim Notice". In the event that a disputed Indemnification Claim shall be resolved by Court Order in favor of the Parent Indemnified Parties (or any of them); provided that failure to give such notification shall not affect , then 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. Thereafter, the Parent Indemnified Party shall be permitted to unilaterally deliver a Resolved Claim Notice (a “Unilateral Resolved Claim Notice”) to the Escrow Agent (with a copy of the Court Order related thereto), whereupon the Escrow Agent shall deliver to such Parent Indemnified Parties (as allocated from the Indemnifying Party, within 10 Business Days after Escrow Shares then remaining in the Indemnified Party's receipt thereof, copies Escrow Account pursuant to Section 9.4(d)) Escrow Shares equal in value (valued at the Company Closing Price) to the amount of all notices and documents received by the Indemnified Party relating to such Third Party ClaimIndemnification Claim set forth in the Unilateral Resolved Claim Notice. (bc) The Indemnifying Party will be entitled to participate in Notwithstanding the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense other provisions of the Indemnifying Party) 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 Third 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 Claimthis Section 9.4, the Indemnifying Party will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided parties hereto agree that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party Parent shall have the right to employ counsel (limited deliver immediately prior to one law firm) the one-year anniversary of the Closing an Indemnification Claim with respect to represent it all amounts that will thereafter in the future become due and in that event payable under the fees and expenses 2006 Retention Cash Bonus Plan pursuant to the terms of such separate counsel shall be paid by 2006 Retention Cash Bonus Plan and the Indemnifying Partyawards made thereunder, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge payment of such Third Party Indemnification Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the in full amount of liability in connection with at such Third Party Claim; provided that, without the Indemnified Party's consent, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)time. (cd) In order for an the event Parent and the Stockholders Agent shall have instructed the Escrow Agent to deliver any Escrow Shares to a Parent Indemnified Party pursuant to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out of or involving a Third Party ClaimSection 9.4(b), such Indemnified Party Escrow Shares shall deliver notice of such claim with reasonable promptness to be allocated by the Indemnifying Party (including in such notice a brief description Escrow Agent among the Escrow Shares of the applicable claims, including damages sought or estimated, Company Stockholders in proportion to the 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 failuretheir respective Pro Rata Shares.

Indemnification Claims. If there occurs an event which a party hereto asserts is an indemnifiable event pursuant to Section 8.01, 8.02 or 8.03, such party (athe "Indemnified Party") In order for an shall notify the other party (the "Indemnifying Party") promptly. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Indemnified Party to will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding. Such notice shall be entitled a condition precedent to any indemnification liability of the Indemnifying Party hereunder; provided, however, that the failure to provide prompt notice as provided for under Section 7.1 or 7.2 in respect of, arising out herein will relieve the Indemnifying Party of or involving, a Third its obligations hereunder only to the extent that such failure prejudices the Indemnifying Party Claim, hereunder. In case any such action shall be brought against any Indemnified Party must and it shall notify the Indemnifying Party in writing of the Third commencement thereof, the Indemnifying Party Claim (including in such notice a brief description of the applicable claims, including damages sought or estimatedshall be entitled to participate therein and, 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 it 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. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooseswish, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 Party and, after notice from the Indemnifying Party to the Indemnified Party of such election so elect to assume the defense of a Third Party Claimthereof, the Indemnifying Party will shall not be liable to the Indemnified Party under this Section 7.3 for any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnified Party such party in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the thereof. The Indemnified Party reasonably determines, after conferring agrees to cooperate fully with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of its counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed in the defense thereof (other than during against any period in which the Indemnified Party shall have failed to give the Claim Notice as provided above)such asserted liability. If the Indemnifying Party assumes such defense, the 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 in the counsel employed by the Indemnifying Party, it being understood that the defense of such asserted liability. No Indemnifying Party shall control such defense. If the Indemnifying Party assumes the defense of the Third Party Claim, it will be conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision consent 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting without the consent of the Indemnified Party (A) if such judgment or (y) that settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to such each Indemnified Party of a release from all liability with in respect to such Third Party Claim. If claim, (B) if such judgment or settlement would result in the Indemnifying Party shall have assumed the defense finding or admission of a Third Party Claim, the Indemnified Party shall not admit any liability with respect toviolation of law, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). (cC) 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 to the Indemnifying Party (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); 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 if as a result of such failureconsent or settlement injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could interfere with or adversely affect the business, operations or assets of the Indemnified Party.

Indemnification Claims. (a) In order for If an Indemnified Party is of the opinion that it has or may have a right to be entitled to any indemnification provided for indemnification, compensation or reimbursement under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party this Agreement (an “Indemnification Claim”), such Indemnified Party must shall so notify the Indemnifying Party in writing a written notice (a “Claim Certificate”) promptly after receipt of notice of any such right, but in any event, prior to the expiration of the Third applicable Survival Period (if applicable); provided, however, that the failure to promptly notify the Indemnifying Party thereof will not relieve the Indemnifying Party from liability in connection therewith except and to the extent (and only to the extent) that such failure has materially prejudiced the Indemnifying Party (it being understood that a failure to deliver a Claim Certificate prior to the expiration of an applicable Survival Period will relieve the Indemnifying Party from liability in connection therewith). Each Claim Certificate shall (including in i) state that such notice Indemnified Party has suffered or incurred Losses for which it is entitled to indemnification, compensation or reimbursement under this Agreement; (ii) contain a brief description of the applicable claims, including damages sought or estimated, in reasonable detail (to the extent actually known by the available to such Indemnified Party) within 20 Business Days after receipt by of the facts, circumstances or events giving rise to each item of Losses based on such Indemnified Party Party’s good faith belief thereof; and (iii) state the basis for indemnification, compensation or reimbursement under this Agreement to which such item 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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 ClaimLosses is related. (b) The In the event that the Indemnifying Party will be entitled seeks to participate contest any individual items of Losses set forth in a Claim Certificate, the defense thereof andIndemnifying Party shall so notify the Indemnified Party in writing within 45 days after receipt of such Claim Certificate, if it so chooses, to assume the defense thereof (at the sole cost and expense which notice shall set forth a brief description in reasonable detail of the Indemnifying Party) with counsel selected by ’s basis for objecting to each item of Loss. In the Indemnifying Party; provided event that (i) the Indemnifying Party provides fails to object to any items of Loss set forth in a Claim Certificate within the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Noticeforegoing 45-day period, (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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees deemed to have irrevocably agreed and expenses of counsel employed by the Indemnified Party 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 consented to give the Claim Notice as provided above). If the Indemnifying Party assumes such defenseindemnify, 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 conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by compensate or reimburse the Indemnified Party in defending respect of such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 items 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision pursuant to the Indemnifying Party terms of records this Agreement. Section 9.5 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree Section 9.7 apply to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). (c) In order for an Indemnified Party to be entitled to any indemnification provided for Action brought 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 to the Indemnifying Party (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); 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 failureArticle 8.

Indemnification Claims. (ai) In order Purchaser (with the DT Representative acting on its behalf) may assert a claim for indemnification on behalf of an Indemnified Party pursuant to be entitled the Share Exchange Agreement (an “Indemnification Claim”) by providing written notice (a “Claim Notice”) of such claim to any indemnification provided for under Section 7.1 or 7.2 in respect ofthe Seller Representative and the Escrow Agent, arising out of or involving, which Claim Notice shall include (A) a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of the Third Party Claim (including in such notice a brief reasonable description of the applicable claims, including damages sought or estimated, facts and circumstances which relate to the subject matter of such Indemnification Claim 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 then known, (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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that (iB) the Indemnifying Party provides the Indemnified Party notice amount of its election to assume the defense of such Third 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 will not be liable to the Indemnified Party under this Section 7.3 for any legal expenses subsequently incurred Losses suffered by the Indemnified Party in connection with the defense thereof other than reasonable costs claim to the extent known or reasonably estimable (provided, that the DT Representative (on behalf of investigation Purchaser) may thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to the Seller Representative and the Escrow Agent (such amount, as it may be adjusted, the “Indemnification Claim Amount”)) and (C) whether the Indemnification Claim results from a Third Party Claim; provided, that the copy of any Claim Notice provided to the Escrow Agent shall be redacted for any confidential or proprietary information of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnifying Party or the Indemnified Party reasonably determinesdescribed in clause (A). (ii) Unless the Seller Representative provides to Purchaser and the Escrow Agent a written notice objecting to such Indemnification Claim (an “Objection Notice”) (with any Objection Notice provided to Purchaser, but not the Escrow Agent, including an attachment with a description, in reasonable detail, of the facts upon which such objection is based) by 11:59 p.m. New York City time on the thirtieth (30th) day after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts delivery of interestthe Claim Notice (the date of the delivery of the Claim Notice through such time, the Indemnified Party “Objection Period”), subject to Section 4(a)(v), the Escrow Agent shall have promptly (in any event within five (5) Business Days) after the expiration of the Objection Period (or, if during the Objection Period, the Seller Representative provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account, promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from the Seller Representative), distribute from the Escrow Account to Purchaser Escrow Property in an amount equal to the Indemnification Claim Amount (less the amount of Accrued Dividends retained by the Purchaser and forfeited by the Sellers as an indemnification payment for such Indemnification Claim, as identified by the Purchaser to the Escrow Agent). (iii) If the Seller Representative provides an Objection Notice during the Objection Period that disputes only a portion of the Indemnification Claim Amount, subject to Section 4(a)(v), the Escrow Agent shall promptly (in any event within five (5) Business Days) after the expiration of the Objection Period (or, if during the Objection Period, the Seller Representative provides affirmative written instructions to the Escrow Agent to release such Escrow Property from the Escrow Account, promptly (in any event within five (5) Business Days) after the Escrow Agent’s receipt of such instructions from the Seller Representative), distribute from the Escrow Account to Purchaser Escrow Property in an amount equal to the undisputed portion of the Indemnification Claim Amount (less the amount of Accrued Dividends retained by the Purchaser and forfeited by the Sellers as an indemnification payment for such Indemnification Claim, as identified by the Purchaser to the Escrow Agent). (iv) If the Seller Representative objects to the Indemnification Claim made in a Claim Notice, the Seller Representative shall deliver concurrently to the Escrow Agent and Purchaser an Objection Notice during the Objection Period. If the Seller Representative timely disputes an Indemnification Claim, Purchaser (with the DT Representative acting on its behalf) and the Seller Representative shall resolve the dispute in accordance with the terms of the Share Exchange Agreement. If an Indemnification Claim is disputed by the Seller Representative, the Escrow Agent shall not distribute to the Seller Representative (or directly to any Seller) any portion of the Escrow Property with respect to the disputed portion of the Indemnification Claim Amount, until receipt of (i) joint written instructions executed and delivered by the Seller Representative and DT Representative (on behalf of Purchaser) stating that the dispute has been resolved and that Purchaser has the right to employ counsel the Indemnification Claim Amount (limited or some portion thereof) (“Joint Instructions”) or (ii) a copy of an arbitration award issued pursuant to one law firmSection 12.4 of the Share Exchange Agreement or a court order from a court of competent jurisdiction establishing Purchaser’s right to the Indemnification Claim Amount (or some portion thereof) pursuant to represent it and in that event the fees and expenses Share Exchange Agreement (a “Binding Award”). Upon receipt of such separate counsel shall be paid Joint Instructions or Binding Award, the Escrow Agent shall, without further action on the part of the Seller Representative or Purchaser, promptly (in any event within five (5) Business Days) disburse to the Purchaser the amount of the Escrow Property set forth in the Joint Instructions or the Binding Award (less any undisputed amounts already disbursed pursuant to Section 4(a)(iii) and less the amount of Accrued Dividends retained by the Indemnifying Party, Purchaser and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed forfeited by the Indemnified Party Sellers as an indemnification payment for any period during which such Indemnification Claim, as identified by the Indemnifying Party has not assumed Purchaser to 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 hereinEscrow Agent), separate from as applicable. (v) For the counsel employed by the Indemnifying Partyavoidance of doubt, it being understood that the Indemnifying Party shall control such defense. If the Indemnifying Party assumes the defense of the with respect to any Third Party Claim, it will be conclusively established for purposes of this Agreement and even if the Purchase Agreement Seller Representative has agreed that the claims made in that Third Party Claim Sellers are within the scope and subject required to provide 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 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 Parties for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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, except for attorneys’ fees and making employees available on a mutually convenient basis other costs and expenses for which the Sellers are responsible to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses pay to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge Parties regardless of the outcome of such Third 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 (“Indemnified Third Party Claim; provided thatCosts”), without no payment shall be made by the Indemnified Party's consent, the Indemnifying Party shall not consent to entry of any judgment or 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 Escrow Agent with respect to such Third Party Claim until such Third Party Claim has been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with the provisions of the Share Exchange Agreement (and if any Third Party Claim is decided or settled in part, each part that has not yet been decided or settled shall not be paid until such remaining part is decided or settled). Escrow Property in an amount equal to Indemnified Third Party Costs shall be distributed by the Escrow Agent to Purchaser promptly (but in any event within five (5) Business Days) after the DT Representative provides written notice to the Seller Representative and the Escrow Agent of such Indemnified Third Party Costs. (vi) Payments from the Escrow Account with respect to any Indemnification Claims shall first be paid with any cash or cash equivalents that are held in the Escrow Account, then with the Escrow Shares and then with any remaining property in the Escrow Account. For any Escrow Shares to be disbursed with respect to Indemnification Claims, the Escrow Shares shall be valued at the Purchaser Share Price as of the Resolution Date of such Indemnification Claim. If For purpose of this Agreement: (A) the Indemnifying Party “Purchaser Share Price” shall have assumed mean the defense average closing trade price per share of Purchaser Ordinary Shares (or any successor equity security, including equity securities of a successor entity issued in exchange for Purchaser Ordinary Shares) as listed by the Nasdaq Capital Market (or any successor exchange or quotation system on which such shares are listed or quoted) for the twenty (20) day trading period ending on the trading day immediately prior to the date of determination; and (B) the “Resolution Date” means the date that an Indemnification Claim is determined in accordance with this Section 4(a): (I) if no Objection Notice is delivered by the Seller Representative (other than with respect to a Third Party Claim), the Indemnified Party shall not admit any liability 31st day after the date that the Claim Notice is delivered; (II) if prior to the date described in clause (I) above, the Seller Representative provides affirmative written instructions to the Escrow Agent to release the Escrow Property for the amount set forth in the Claim Notice, the date that the Escrow Agent receives such written instructions; (III) if the Seller Representative provides an Objection Notice that disputes only a portion of the Indemnification Claim Amount (other than with respect toto a Third Party Claim), with respect to the undisputed portion of such Indemnification Claim Amount, the date that the Escrow Agent receives such Objection Notice; (IV) with respect to any disputed Indemnification Claim Amount, either the date that the Escrow Agent receives Joint Instructions or settlea Binding Award; or (V) with respect to any Third Party Claim, compromise or discharge, that date that such Third Party Claim without has been sustained in whole or in part by a court of competent jurisdiction or other binding legal process (including binding arbitration) or settled in whole or in part in accordance with the Indemnifying Party's prior written consent provisions of the Share Exchange Agreement (which consent shall not be unreasonably withheld). (c) In order for an Indemnified Party to be entitled to and if any indemnification provided for under this Agreement other than in respect of, arising out of or involving a Third Party ClaimClaim is decided or settled in part, the Resolution Date with respect to each part that has not yet been decided or settled shall be the date that such remaining part is decided or settled); provided, that with respect to Indemnified Third Party Costs, the Resolution Date shall be the date that the DT Representative notifies the Seller Representative and the Escrow Agent in writing of the amount of such Indemnified Third Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (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); 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 failureCosts.

Indemnification Claims. A party (athe “Indemnified Party”) In order that may be entitled to indemnification from another party under the terms of this Agreement (the “Indemnifying Party”) shall provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any third-party claim which the Indemnified Party believes may give rise to a claim for indemnity against the Indemnifying Party hereunder. Notwithstanding the foregoing, the failure of an Indemnified Party to promptly provide an Indemnity Notice shall not constitute a waiver by the Indemnified Party of any right to indemnification or otherwise relieve such Indemnifying Party from any liability hereunder unless and only to the extent that the Indemnifying Party is materially prejudiced as a result thereof, and in any event shall not relieve such Indemnifying Party from any liability which it may have otherwise than on account of this Article VII. The Indemnifying Party shall be entitled entitled, if it accepts financial responsibility for the third-party claim, to any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out control the defense of or involvingto settle any such third-party claim at its own expense and by its own counsel; provided, a Third Party Claim, 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 must notify shall promptly 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 writing the defense of any such third-party claim. Except as set forth in this Section 7.03, the Indemnified Party shall not 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 has an indemnity obligation hereunder without the prior written consent of the Third Indemnifying Party Claim (including which may not be unreasonably withheld or delayed), and the entering into of any settlement or compromise or the consent to any judgment in such notice a brief description violation of the applicable claims, including damages sought or estimated, to the extent actually known foregoing shall constitute a waiver 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 its right to give such notification shall not affect the indemnification provided under Section 7.1 or 7.2 except indemnity hereunder to the extent the Indemnifying Party has been actually was prejudiced as a result thereby. Any Indemnifying Party shall be subrogated to the rights of such failure. Thereafter, the Indemnified Party shall deliver to the extent that the Indemnifying PartyParty pays for any loss, within 10 Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents received damage or expense suffered by the Indemnified Party relating to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses 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 prosecute any Third sooner if the nature of the third-party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party Claimin connection therewith, the Indemnified Party will agree may, upon providing written notice to any settlementthe Indemnifying Party, pay, compromise or discharge defend such third-party claim without the prior consent of such Third Party Claim which the (otherwise) Indemnifying Party may recommend and which by its terms obligates Party. In the Indemnifying Party to pay the full amount of liability in connection with such Third Party Claim; provided thatlatter event, without the Indemnified Party's consent, by proceeding to defend itself or settle the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or (y) that matter, does not include as an unconditional term thereof the giving by each claimant or plaintiff waive any of its rights hereunder to such Indemnified Party of a release later seek reimbursement from all liability with respect to such Third Party Claim. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (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); 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) In order for an Indemnified Party to be entitled to any indemnification provided for under Section 7.1 8.2 or 7.2 8.3 in respect of, arising out of or involving, involving a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of the Third Party Claim within ten (including in such notice a brief description of the applicable claims, including damages sought or estimated, to the extent actually known by the Indemnified Party10) within 20 Business Days days after receipt by such Indemnified Party of notice of such the Third Party Claim (a "Claim Notice")Claim; provided provided, however, that failure to give such notification shall not affect the indemnification provided under Section 7.1 8.2 or 7.2 8.3, except to the extent the Indemnifying Party has been actually prejudiced as a result of such failure. ThereafterIn any event, the Indemnified Party shall deliver to the Indemnifying Party, within 10 Business Days ten (10) days after the Indemnified Party's ’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such the Third Party Claim. (b) . The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost alone shall conduct and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that (i) the Indemnifying Party provides the Indemnified Party notice of its election to assume control the defense of such Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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, of such claim at its own expense (except as otherwise provided herein), separate from the counsel employed by the Indemnifying Party, it being understood that the expense. The Indemnifying Party shall control such defense. If not, without the Indemnifying Party assumes the defense prior written consent of the Third Party Claim, it will be conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by 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 defending such Third Party Claim) if the Third Party Claim seeks an imposition of a consent order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or (y) decree that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party release of a release from all liability with respect to such Third Party Claim. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit for any liability with respect to, arising out of such claim or settle, compromise demand or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)any related claim or demand. (cb) 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 11.3 below with reasonable promptness to the Indemnifying Party within the survival period (including in such notice a brief description of the if there is an applicable claims, including damages sought or estimated, survival period pursuant to the extent actually known by the Indemnified PartySection 8.1 above); provided provided, however, that failure to give such notification shall not affect the indemnification provided under Section 7.1 8.2 or 7.2 8.3, 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 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 8.2 or 8.3 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) In order for an Indemnified Party to be Any person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party Claim, such Indemnified Party must notify that the Indemnifying Party in writing of the Third Party Claim (including in such failure to give prompt notice a brief description of the applicable claims, including damages sought or estimated, shall not impair any person's right to indemnification hereunder to the extent actually known by such failure has not prejudiced the Indemnified Partyindemnifying party) within 20 Business Days after receipt by and (ii) unless in such Indemnified Party indemnified party's reasonable judgment a conflict of notice of interest between 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt thereof, copies of all notices indemnified and documents received by the Indemnified Party relating indemnifying parties may exist with respect to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in the defense thereof andclaim, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that (i) the Indemnifying Party provides the Indemnified Party notice of its election permit such indemnifying party to assume the defense of such Third 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 claim with counsel selected by the Indemnifying Party is reasonably satisfactory to the Indemnified Partyindemnified party. Should the Indemnifying Party so elect to assume the If such defense of a Third Party Claimis assumed, the Indemnifying Party will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 indemnifying party shall not be entitled subject to assume the defense of any Third Party Claim (and shall be liable liability for the reasonable fees and expenses of counsel incurred any settlement made 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with indemnified party without its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which but such consent shall not be unreasonably withheld). (c) In order . An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for an Indemnified Party all parties indemnified by such indemnifying party with respect to be entitled to such claim, unless in the reasonable judgment of any indemnification provided for under this Agreement indemnified party a conflict of interest may exist between such indemnified party and any other than in respect of, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim indemnified parties with reasonable promptness respect to such claim. An indemnified party shall be able to assume the defense (at the cost of the indemnifying party) if the indemnifying party does not diligently pursue the defense of the indemnified party. In addition, no indemnifying party shall consent to the Indemnifying Party (including in such notice entry of a brief description settlement except with the consent of the applicable claims, including damages sought or estimated, to the 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 failureindemnified party.

Indemnification Claims. (a) In order To the extent that the provisions of Section 5 may conflict with the provisions of this Section 9.3 the provisions of Section 5 shall govern those aspects of the claims pertaining to intellectual property. Each party shall give the other party prompt notice of any claim for an Indemnified Party which indemnification under this Section 9 is or may be applicable and will cooperate with the indemnifying party in the defense or settlement of such claim at the indemnifying party’s expense. The indemnifying party shall be required to provide at its sole expense, and be entitled to control, the defense of any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of the Third Party Claim (including in such notice a brief description of the applicable claims, including damages sought or estimated, claim covered hereunder with counsel reasonably satisfactory 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 has been actually prejudiced as a result of such failure. Thereafterother party, the Indemnified Party shall deliver to the Indemnifying Partywhich may, within 10 Business Days after the Indemnified Party's receipt thereofat its own expense, copies of all notices and documents received by the Indemnified Party relating to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume of any claim after the indemnifying party assumes control of the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damagesthereof. The indemnification required by obligations in this Section 7.1 or 7.2, as 9 shall not apply to amounts paid in settlement of such claim if such settlement is effected without the case may be, shall be made by prompt payments consent of the amount thereof during the course of the investigation or defenseindemnifying party, 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). (c) In order for an Indemnified Party withheld or delayed. The indemnifying party shall have the right to settle any claim covered hereunder at its sole discretion, provided, however, that the indemnified party’s consent to such settlement is required if such settlement would require the indemnified party to be entitled subject to any indemnification provided for an injunction or to make a monetary payment or would otherwise adversely affect the indemnified party’s rights under this Agreement other than in respect of, arising out Agreement. The failure of or involving a Third Party Claim, such Indemnified Party shall the indemnified party to deliver notice of such claim with reasonable promptness to the Indemnifying Party (including in indemnifying party promptly after the commencement of any such notice a brief description of the applicable claimsaction, including damages sought or estimated, if and to the extent actually known by prejudicial to the Indemnified Party); provided that indemnifying party’s ability to defend such action, shall relieve the indemnifying party of any liability to the indemnified party under this Section 9, but the failure to give such notification shall not affect the indemnification provided under Section 7.1 or 7.2 except promptly deliver notice to the extent indemnifying party will not relieve it of any liability that it may have to the Indemnifying Party has been actually prejudiced as a result of such failureindemnified party other than under this Section 9.

Indemnification Claims. (a) In order All claims by Buyer Indemnified Persons for an Indemnified Party indemnification pursuant to this Article XI shall be entitled to any indemnification provided for under Section 7.1 or 7.2 satisfied first from the Escrow Amount (never the Contract Escrow Amount) and made in respect of, arising out of or involving, a Third Party Claim, accordance with the Escrow Agreement until such Indemnified Party must notify time as the Indemnifying Party in writing of 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 entire Escrow Amount has been actually prejudiced as a result of such failure. Thereafter, the claimed by Buyer or other Buyer Indemnified Party shall deliver to 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 ClaimPersons. (b) The Indemnifying Party will be entitled to participate in In the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established available Escrow Amount is insufficient to cover any claim for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject to indemnification pursuant to this Article 7. Notwithstanding XI because the foregoingEscrow Amount or a portion thereof has been previously deducted and released in accordance with the Escrow Agreement (after giving effect to amounts previously paid to Buyer Indemnified Persons in respect of resolved claims and any amounts then held in respect of unresolved Pending Claims (as defined in the Escrow Agreement)) (a "Termination or Exhaustion of the Escrow Amount"), the Indemnifying Party shall not be entitled claims by Buyer Indemnified Persons for indemnification pursuant to assume the defense of any Third Party Claim (and this Article XI shall be liable satisfied by offsetting the amount of such claim against the Earn-Out Amount, if any. For further clarity and for the reasonable fees and expenses avoidance of counsel incurred by doubt, it is the Indemnified Party in defending such Third Party Claim) if intent of the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against parties to this Agreement that the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot entire Earn-Out Amount shall be separated from available to cover any related claim for money damages. The indemnification required by Section 7.1 pursuant to this Article XI if there has been a Termination or 7.2, as the case may be, shall be made by prompt payments Exhaustion 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)Escrow Amount. (c) 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 the event that (i) there has been a Termination or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (including in such notice a brief description Exhaustion of the applicable claimsEscrow Amount, including damages sought or estimated, to (ii) the extent actually known by offset against 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.Earn-Out Amount described in EXECUTION DRAFT

Indemnification Claims. (a) In order for an Indemnified Party to be entitled to any seek indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim8, such Indemnified Party shall deliver notice of such claim with reasonable promptness deliver, in good faith, a written demand (an “Indemnification Demand”) to the Indemnifying Party which contains (including in such notice a brief description i) an estimate of the applicable claims, including damages sought Damages incurred or estimated, reasonably expected to be incurred (the “Asserted Damages Amount”) by the Indemnified Party (to the extent actually then known by the Indemnified Party), (ii) a statement that the Indemnified Party is entitled to indemnification under this Section 8 for such Damages and a reasonable explanation of the basis therefor (the “Claim”), in each case, in reasonable detail in light of the facts then known to the Indemnified Party; provided that failure that, no defect in the information contained in the Indemnification Demand from the Indemnified Party to give any Indemnifying Party will relieve such notification shall not affect the indemnification provided Indemnifying Party from any obligation under this Section 7.1 or 7.2 8, except to the extent such failure to include information actually prejudices such Indemnifying Party. Within twenty (20) days after delivery of an Indemnification Demand to the Indemnifying Party, the Indemnifying Party has been actually prejudiced as shall deliver to the Indemnified Party a result written response (the “Response”) in which the Indemnifying Party shall: (i) agree that the Indemnified Party is entitled to receive all of the Asserted Damages Amount; (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Asserted Damages Amount (such failureportion, the “Agreed Portion”); or (iii) dispute that the Indemnified Party is entitled to receive any of the Asserted Damages Amount. If the Indemnifying Party does not deliver a Response within such twenty (20) day period or if the Indemnifying Party agrees that the Indemnified Party is entitled to any or all of the Asserted Damages Amount, the Indemnifying Party shall pay such amount to the Indemnified Party by wire transfer of immediately available funds to an account specified by the Indemnified Party. (b) In the event that the Indemnifying Party shall (i) dispute that the Indemnified Party is entitled to receive any of the Asserted Damages Amount, or (ii) agree that the Indemnified Party is entitled to only the Agreed Portion of the Asserted Damages Amount, the Indemnifying Party and the Indemnified Party shall attempt in good faith to agree upon the rights of the respective parties with respect to each of the indemnification claims that comprise the Asserted Damages Amount (or the portion of the Asserted Damages Amount not comprising the Agreed Portion). If no such agreement can be reached after good faith negotiation within twenty (20) days after delivery of a Response, such dispute may be resolved by litigation in an appropriate court of competent jurisdiction in accordance with Section 9.6.

Indemnification Claims. (a) In order for an to seek indemnification under this Article VIII, the Indemnified Party shall deliver a Claim Notice to be entitled to any indemnification provided for under Section 7.1 or 7.2 in respect ofthe Indemnifying Party. Within thirty (30) days after delivery of a Claim Notice, arising out of or involving, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party shall deliver to the Indemnified Party a response, in writing which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all or a portion of the Third Claimed Amount or (ii) dispute that the Indemnified Party Claim (including in such notice a brief description is entitled to receive any of the applicable claimsClaimed Amount, including damages sought or estimatedin which case such dispute shall be resolved by action brought in accordance with Section 10.6. If no response is delivered by the Indemnifying Party within such thirty (30) 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 its right to claim the balance of any such Claimed Amount. (b) Without limiting the provisions of Section 8.3(a), the Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third-Party Action that the Indemnified Party expects may result in a claim for indemnification pursuant to this Article VIII. Such notification shall be given within twenty (20) calendar days after receipt by the Indemnified Party of notice of such Third-Party Action, and shall describe in reasonable detail (to the extent actually known by the Indemnified Party) within 20 Business Days after receipt by the facts constituting the basis for such Third-Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying 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 any liability or 7.2 obligation hereunder except to the extent the Indemnifying Party has been actually prejudiced as a result of any damage or liability caused by or arising out of such failure. Thereafter, the Indemnified Party shall deliver to 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. (bc) The Indemnifying Party will shall be entitled entitled, at its own expense, to participate in the any defense thereof andof such Third-Party Action, if it so chooses, or by giving written notice to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that (i) the Indemnifying Party provides the Indemnified Party notice within fifteen (15) days after delivery of its election the written notification described in Section 8.3(b), to assume the defense of such Third Third-Party Claim within 15 days of receipt of Action at the applicable Claim NoticeIndemnifying Party’s expense and by the Indemnifying Party’s own counsel, (ii) and the Indemnified Party shall cooperate in good faith in such defense; provided that the Indemnifying Party has the financial resources to pay damages that could reasonably shall not 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 permitted to assume the defense of a Third Third-Party Claim, the Indemnifying Party will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) Action if the Indemnified Party reasonably determines, after conferring with its counsel, concludes that it is advisable for the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to be represented by separate counsel due to actual such Third-Party Action. If the Indemnifying Party does not, or potential conflicts is not permitted under the terms hereof to, so assume control of interestthe defense of a Third-Party Action, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of control such separate counsel shall be paid by the Indemnifying Partydefense, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by to the Indemnified Party with respect to a Third-Party Action shall be considered indemnifiable Losses for purposes of this Agreement. (d) The Non-Controlling Party may participate in the defense of any period during which Third-Party Action at its own expense. The Controlling Party shall from time to time promptly provide to the Non-Controlling Party copies of all pleadings filed and all orders issued in such Third-Party Action, and shall consult in good faith with the Non-Controlling Party at reasonable periodic intervals on matters regarding the defense of such Third-Party Action. (e) The Indemnifying Party has shall not assumed agree to any settlement of, or the defense thereof (other than during entry of any period in 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 that the consent of the Indemnified Party shall have failed to give the Claim Notice as provided above). If not be required if the Indemnifying Party assumes agrees in writing to pay any amounts payable pursuant to such defense, settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party shall have from further liability and imposes no obligation on the right to participate Indemnified Party. Except as provided in the defense thereof and to employ counsel, at its own expense (except as otherwise provided hereinthis Section 8.3(e), 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 conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an orderany settlement of, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or enter into arising from, any settlement (x) that provides for injunctive or other nonmonetary relief affecting such Third-Party Action without 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 prior written consent of a release from all liability with respect to such Third Party Claim. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (, which consent shall not be unreasonably withheld), conditioned or delayed. (cf) In order for an Indemnified Party Without limitation of Section 1.3, (i) the Major Stockholder Representative shall have full and exclusive power and authority on behalf of each Major Stockholder to be entitled 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 Major Stockholders under this Article VIII; and (ii) the Major Stockholder Representative shall have no liability to any indemnification provided Major Stockholder for under this Agreement other than in respect of, arising out of any action taken or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (including in such notice a brief description omitted on behalf of the applicable claims, including damages sought or estimated, Major Stockholders pursuant to the 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 failurethis Article VIII.

Indemnification Claims. (a) All claims for indemnification by any party entitled to indemnification under this Article X (an "Indemnified Party") based on or arising from a third party claim shall be asserted and resolved as set forth in this Section 10.5. In order the event that any claim or demand by a third party for an which a party hereto (the "Indemnifying Party") may be required to indemnify the Indemnified Party hereunder (a "Claim") is asserted against or sought to be entitled to collected from any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, Indemnified Party by a Third Party Claimthird party, such Indemnified Party must shall as promptly as practicable, but in no event more than ten (10) Business Days following such Indemnified Party's receipt of notice of such Claim, notify the Indemnifying Party in writing of the Third Party Claim (including in such Claim, and such notice a brief description of the applicable claims, including damages sought or estimated, shall specify (to the extent actually known by known) in reasonable detail the Indemnified Party) within 20 Business Days after receipt by such Indemnified Party of notice amount of such Third Party Claim claim and any relevant facts and circumstances relating thereto (a the "Claim NoticeDemand"); provided provided, however, that any failure to give such notification prompt notice or to provide any such facts and circumstances shall not affect constitute a waiver of any rights of the indemnification provided under Section 7.1 or 7.2 Indemnified Party, except to the extent that the rights of the Indemnifying Party has been are actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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 Claimthereby. (b) The Indemnifying Party will be entitled shall have thirty (30) days from delivery of the Demand to notify the Indemnified Party whether or not the Indemnifying Party elects to defend the Indemnified Party against such Claim; provided, however, that an election by the Indemnifying Party during such thirty-day period not to defend the Indemnified Party against such Claim shall not preclude the Indemnifying Party from electing to defend, or participate in the defense thereof andof, if it so choosesthe Indemnified Party from such Claim at a later time; and provided, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected further, that any election by the Indemnifying Party; provided that Party to defend a Claim shall not be construed to be an admission as to liability for indemnification hereunder. (ic) If the Indemnifying Party provides elects not to defend the Indemnified Party notice of its election to assume against such Claim, then the Indemnified Party shall defend such Claim by appropriate proceedings and shall control the defense of such Third Party Claim within 15 days of receipt of the applicable Claim NoticeClaim; provided, (ii) however, that 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ consent to the counsel (limited to one law firm) chosen to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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, which consent shall not be unreasonably withheld or delayed. In such case, the Indemnified Party shall have may not without 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 written consent of the Indemnifying Party shall control settle or compromise such defense. If the Indemnifying Party assumes the defense of the Third Party Claim, it will be conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction action or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision consent 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement which (xi) 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 thereof, a written release from all liability with respect to such Third claim or (ii) imposes equitable remedies or material obligations on the Indemnifying Party other than financial obligations for which the Indemnified Party may be indemnified hereunder. The Indemnified Party shall cooperate with the Indemnifying Party, including giving the Indemnifying Party and its counsel reasonable access to the personnel, business records and other documents relating to the defense of such Claim and permitting consultations with the counsel and other advisors of the Indemnified Party. (d) In the event that the Indemnifying Party notifies the Indemnified Party that it desires to defend the Indemnified Party against such Claim. If , the Indemnifying Party shall have assumed the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense of a Third Party Claimit may do so at its sole cost and expense; provided, however the Indemnified Party shall not admit any liability with respect to, or settle, compromise admit or discharge, such Third in any other way materially prejudice a Claim which is indemnifiable hereunder by the Indemnifying Party Claim without the written consent of the Indemnifying Party's prior . The Indemnifying Party may not without the written consent (of the Indemnified Party, which consent shall may not be unreasonably withheld). (c) In order for an Indemnified Party withheld or delayed, settle or compromise any action or consent to be entitled to the entry of any indemnification provided for under this Agreement other than in respect ofjudgment; provided, arising out of or involving a Third Party Claimhowever, such Indemnified Party shall deliver notice of such claim with reasonable promptness to that the Indemnifying Party may settle or compromise any action if such settlement or compromise (including i) involves only the payment of money and (ii) the Indemnifying Party obtains a reasonably satisfactory release from the third party in such notice a brief description of the applicable claims, including damages sought or estimated, to the extent actually known by favor 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) In order for an Indemnified Party to be entitled to any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out For purposes of or involvingthis Agreement, a Third Party Claim“Claim Notice” relating to a particular Action (as defined below) or representation, warranty, covenant or other agreement shall be deemed to have been given if any Indemnified Party, acting in good faith, delivers to Seller or Buyer, as applicable (the “Indemnifier”), a written notice stating that such Indemnified Party must notify the Indemnifying Party in writing believes that there is or has been a possible Action or breach of the Third Party Claim such representation, warranty, covenant or other agreement and containing (including in such notice i) a brief description of the applicable claims, including damages sought or estimated, to the extent actually known by the circumstances supporting such Indemnified Party) within 20 Business Days after receipt by such Indemnified Party of notice of such Third Party Claim (a "Claim Notice"); provided ’s belief that failure to give such notification shall not affect the indemnification provided under Section 7.1 there is or 7.2 except to the extent the Indemnifying Party has been actually prejudiced as such a possible Action or breach, and (ii) a non-binding, preliminary estimate of the aggregate dollar amount of the actual and potential Losses that may be a direct or indirect result of such failure. Thereafterpossible Action or breach (the “Claimed Amount”). (b) During the 60-day period commencing upon the delivery to the Indemnifier of a Claim Notice (the “Dispute Period”), the Indemnified Party Indemnifier shall deliver to the Indemnifying Party, within 10 Business Days after Indemnified Party who delivered the Claim Notice a written response (the “Response Notice”) in which Indemnifier (i) agrees that the Indemnifier owes the full Claimed Amount to the Indemnified Party's receipt thereof, copies ; (ii) agrees that the Indemnifier owes part (but not all) of all notices and documents the Claimed Amount (the “Agreed Amount”) to the Indemnified Party; or (iii) asserts that the Indemnifier owes no part of the Claimed Amount to the Indemnified Party. Any part of the Claimed Amount that the Indemnifier does not agree the Indemnifier owes to the Indemnified Party pursuant to the Response Notice shall be referred to as the “Contested Amount.” If a Response Notice is not received by the Indemnified Party relating prior to such Third Party Claimthe expiration of the Dispute Period, then the Indemnifier shall be conclusively deemed to have agreed that the Indemnifier owes the full Claimed Amount to the Indemnified Party. (bc) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that If (i) the Indemnifying Party provides Indemnifier delivers a Response Notice agreeing that the Indemnifier owes the full Claimed Amount to the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim NoticeParty, or (ii) the Indemnifying Party has Indemnifier does not deliver a Response Notice during the financial resources to pay damages that could reasonably be expected to arise Dispute Period, then the Claimed Amount shall immediately become due and owing from such Third Party Claim, and (iii) such counsel selected by the Indemnifying Party is reasonably satisfactory Indemnifier to the Indemnified Party. Should , and shall be promptly paid by the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable Indemnifier to the Indemnified Party under this Section 7.3 for any legal expenses subsequently incurred in immediately available funds. (d) If the Indemnified Party delivers a Response Notice agreeing that the Indemnifier owes less than the full Claimed Amount to the Indemnified Party, then the Agreed Amount shall immediately become due and owing from the Indemnifier to the Indemnified Party, and shall be promptly paid by the Indemnifier to the Indemnified Party in connection with immediately available funds. (e) If the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided Indemnifier delivers a Response Notice indicating that (1) if there is a Contested Amount, the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, Indemnifier and the Indemnified Party shall have attempt in good faith to resolve the right dispute related to employ counsel (limited to one law firm) to represent it the Contested Amount. If the Indemnifier and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which resolve such dispute as to all or a portion of the Indemnifying Party has not assumed Contested Amount, then the defense thereof (other than during any period in which Indemnifier and the Indemnified Party shall have failed execute a written settlement agreement, and an amount equal to give the Claim Notice as provided above). If amount specified in such settlement agreement shall immediately become due and owing from the Indemnifying Party assumes such defense, Indemnifier to 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 conclusively established for purposes of this Agreement and the Purchase 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 promptly paid by the reasonable fees and expenses of counsel incurred by Indemnifier to the Indemnified Party in defending such Third Party Claimimmediately available funds. (f) if If the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Indemnifier and the Indemnified Party which are unable to resolve any part of the dispute relating to any Contested Amount during the 30-day period commencing upon the delivery of the Response Notice (the “Initial Resolution Period”), then with respect to the remaining Contested Amount, either the Indemnified Party reasonably determines, after conferring or the Indemnifier may submit the unresolved portion of the claim described in the Claim Notice to binding arbitration in accordance with its counsel, cannot be separated from any related claim for money damagesthe Commercial Arbitration Rules then in effect of the American Arbitration Association (“AAA”). The indemnification required arbitration hearing will be administered by Section 7.1 an arbitration service mutually agreed upon by the Indemnifier and the Indemnified Party. The arbitration hearing will be held in Morrisville, North Carolina. Arbitration will be conducted by one arbitrator, mutually selected by the Indemnifier and the Indemnified Party; provided, however, that if the Indemnifier and the Indemnified Party fail to mutually select an arbitrator within 5 business days following the expiration of the Initial Resolution Period, then arbitration will be conducted by three arbitrators: one selected by the Indemnifier; one selected by the Indemnified Party; and the third selected by the first 2 arbitrators. If either the Indemnifier or 7.2the Indemnified Party fails to select an arbitrator within 10 business days following the expiration of the Initial Resolution Period, then the other shall be entitled to select the second arbitrator. The Indemnifier and the Indemnified Party agree to use commercially reasonable efforts to cause the arbitration hearing to be conducted within 75 days after the appointment of the mutually-selected arbitrator or the last of the three arbitrators, as the case may be, . The arbitrator(s) shall issue a final decision within 15 days after the conclusion of the arbitration hearing. The parties shall be made by prompt payments entitled to only limited discovery, at the discretion of the amount thereof during arbitrator(s), and agree that no discovery request shall be served later than 30 days prior to the course commencement of the investigation or defense, as arbitration hearing 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 the parties hereto reasonably necessary for such defense or prosecution discovery shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision be completed at least 10 days prior to the Indemnifying Party commencement of records and information which are reasonably relevant the arbitration hearing. The final decision of the arbitrator(s) shall relate solely: (i) 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 chooses to defend or prosecute any Third Party Claim, whether the Indemnified Party will agree is entitled to any settlementrecover the Contested Amount (or a portion thereof), compromise or discharge and the portion of such Third 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 Contested Amount the Indemnified Party's consentParty is entitled to recover; and (ii) to the determination of the non-prevailing party as provided below. The arbitrator(s) shall furnish the final decision to the Indemnifier and the Indemnified Party in writing and the final decision shall constitute a conclusive determination of the issue(s) in question, binding upon the Indemnifier and the Indemnified Party and shall not be contested by either of them. In the final decision, the Indemnifying Party arbitrator(s) shall not consent to entry of any judgment or enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting determine whether the Indemnified Party or the Indemnifier is the non-prevailing party in the arbitration. The non-prevailing party shall pay the reasonable expenses (yincluding attorneys’ fees) that does not include as an unconditional term thereof of the giving by each claimant or plaintiff to such Indemnified Party prevailing party, and the fees and expenses associated with the arbitration (including the arbitrators’ fees and expenses). The final decision shall specify the amount of a release from all liability with respect to such Third Party Claim. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). (c) In order for an Indemnified Party expenses and fees 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 to the Indemnifying Party (including in such notice a brief description of the applicable claims, including damages sought or estimated, to the extent actually known paid 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 failurenon-prevailing party.

Indemnification Claims. (a) In order for Subject to the terms of this Agreement including the limitations of Section 7.1, no party entitled to indemnification under Section 8.1(a) or 8.1(b) (each an “Indemnified Party to Party”) shall be entitled to recover any Losses pursuant to the indemnification provided for under Section 7.1 or 7.2 obligations set forth in respect of, arising out of or involving, a Third Party Claim, Sections 8.1(a) and 8.1(b) unless and until the party obligated to indemnify such Indemnified Party must notify (the “Indemnifying Party”) receives a written notice (“Claim Notice”) of a claim for indemnification under Section 8.1(a) or 8.1(b) (“Indemnification Claim”) (with a copy to the Escrow Agent if Buyer is the Indemnified Party) stating (i) that the Indemnified Party has actually suffered or incurred Losses for which such Indemnified Party believes in writing good faith that it may be entitled to indemnification under Section 8.1(a) or 8.1(b), as applicable, or believes in good faith that such Indemnified Party could suffer or incur Losses for which such Indemnified Party believes in good faith that it may be entitled to indemnification under Section 8.1 or 8.1(b), and (ii) to the extent then known by such Indemnified Party, a brief description, in reasonable detail, of the Third Party facts, circumstances or events giving rise to the Indemnification Claim (including in such notice a brief description of and the applicable claims, including damages sought or estimatedLosses, to the extent actually known by known, forming the Indemnified Party) within 20 Business Days after receipt by such Indemnified Party of notice basis of such Third Party Claim Indemnification Claim), including the identity and address of any third-party claimant and copies of any formal demand or complaint, and (a "Claim Notice"); provided iii) the representation, warranty or covenant of this Agreement that failure to give such notification shall not affect may form the indemnification provided under Section 7.1 or 7.2 except to the extent the Indemnifying Party has been actually prejudiced as a result basis of such failure. Thereafter, the Indemnified Party shall deliver to 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 Indemnification Claim. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third Party Claim within Within 15 days of following its receipt of the applicable a 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 will not be liable shall deliver notice of objection to such claim to the Indemnified Party under this Section 7.3 for any legal expenses subsequently incurred by (with a copy to the Escrow Agent if Buyer is the Indemnified Party Party). If no objection notice is given within such 15-day period, then the Indemnification Claim set forth in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party related Claim Notice shall be deemed to be represented by separate counsel due to actual or potential conflicts of interestvalid and indemnifiable, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) whereupon the Indemnifying Party shall be liable for deliver (or if Sellers are the reasonable fees Indemnifying Party and expenses of counsel employed by sufficient funds remain with the Escrow Agent to cover such Indemnification Claim, Sellers shall instruct the Escrow Agent to deliver) to the Indemnified Party for any period during which an amount equal to the Indemnifying Party has not assumed amount of the defense thereof (other than during any period Indemnification Claim set forth in which the Indemnified Party shall have failed to give the Claim Notice as provided above)Notice. If the Indemnifying Party assumes such defensedelivers written objection to any Indemnification Claim set forth in a Claim Notice within the foregoing 15-day period, then 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 conclusively established for purposes of this Agreement and the Purchase 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 indemnification payment unless and until such Indemnification Claim (and shall be liable for the reasonable fees and expenses of counsel incurred is finally resolved by mutual agreement, court order, arbitration decision, or settlement. If 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge resolve a disputed Indemnification Claim in favor of such Third 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, then the Indemnifying Party shall not consent deliver (or if Sellers are the Indemnifying Party and sufficient funds remain with the Escrow Agent to entry of any judgment or enter into any settlement (xcover such Indemnification Claim, Sellers shall instruct the Escrow Agent to deliver) that provides for injunctive or other nonmonetary relief affecting to the Indemnified Party or (y) that does not include as an unconditional term thereof amount equal to the giving amount agreed upon by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such Third Party Claimand the Indemnifying Party. If a disputed Indemnification Claim is resolved by court order or arbitration decision, in favor of the Indemnified Party, then the Indemnifying Party shall have assumed deliver (or if Sellers are the defense of a Third Indemnifying Party and sufficient funds remain with the Escrow Agent to cover such Indemnification Claim, Sellers shall instruct the Escrow Agent to deliver) to the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without an amount equal to the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). (c) In order for an amount awarded to the Indemnified Party pursuant to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out of such court order or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (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); 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 failurearbitration decision.

Indemnification Claims. (a) In order Any claim for an indemnification under this Agreement must be asserted in writing by the Seller Indemnified Party or the Buyer Indemnified Party, as the case may be, stating the nature of the losses and the basis for the indemnification therefor within one (1) year from the Closing Date [(i.e., meaning that the Seller Indemnified Party or the Buyer Indemnified Party, as the case may be, must give a detailed notice to be entitled the indemnifying party hereunder of such claim on or before the first to any indemnification provided occur of (A) sixty (60) days after the Seller Indemnified Party or the Buyer Indemnified Party, as the case may be, first becomes aware of the matter giving rise to such claim for under Section 7.1 indemnification, and (B) the four hundred twenty-fifth (425th) day following the Closing Date (being one year plus sixty (60) days) and if the indemnifying party hereunder disputes or 7.2 in respect offails to satisfy its indemnity obligation therefor, arising out of the Seller Indemnified Party or involvingthe Buyer Indemnified Party, as the case may be, must commence, and serve the indemnifying party hereunder in, a Third Party Claimlegal action on such claim no later than the five hundred forty-eighth (548th) day following the Closing Date]; provided, such Indemnified Party must notify however, that the Indemnifying Party in writing of 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 foregoing 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. Thereafter, the Indemnified Party shall deliver to 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 Claimlimit any survival period hereunder which expressly exceeds one (1) year. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected As soon as reasonably practicable after receipt by the Indemnifying Party; provided that (i) the Indemnifying Party provides the Indemnified Party party seeking indemnification of notice of its election to assume the defense of such Third 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 will not be liable to the Indemnified Party under this Section 7.3 for any legal expenses subsequently liability or claim incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided asserted against such party that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject to indemnification pursuant to under this Article 7. Notwithstanding the foregoingAgreement, 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 counsel incurred by the Seller 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 money damages against the Buyer Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. The indemnification required by Section 7.1 or 7.2Party, as the case may be, shall give notice thereof to the applicable indemnifying party (i.e., Seller or Buyer, as the case may be), including liabilities or claims to be made applied against the indemnification threshold established pursuant to this Section. The Seller Indemnified Party or the Buyer Indemnified Party, as the case may be, may at its option demand indemnity under this Section as soon as a claim has been threatened by prompt payments a third party, regardless of whether any actual losses have been suffered, so long as such indemnified party shall in good faith determine that such claim is not frivolous and that the indemnified party may be liable for, or otherwise incur, losses as a result thereof and shall give notice of such determination to the indemnifying party. The indemnified party shall permit the indemnifying party, at its option and expense, to assume the defense of any such claim by counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party, and to settle or otherwise dispose of the amount thereof during same; provided, however, that the course indemnified party may at all times participate in such defense at its expense; and provided further, however, that the indemnifying party shall not, in defense of any such claim, except with the prior written consent of the investigation or defenseindemnified party in its sole and absolute discretion, 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision consent 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 the claimant or plaintiff in question to such Indemnified Party of the indemnified party and its affiliates a release from of all liability with liabilities in respect to of such Third Party Claimclaims, or that does not result only in the payment of money damages (which money damages shall thereafter be paid by the indemnifying party hereunder). If the Indemnifying Party indemnifying party shall fail to undertake such defense within thirty (30) days after such notice, or within such shorter time as may be reasonable under the circumstances, then the indemnified party shall have assumed the defense of a Third Party Claim, right to undertake the Indemnified Party shall not admit any liability with respect to, or settledefense, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice settlement of such liability or claim with reasonable promptness to on behalf of and for the Indemnifying Party (including in such notice a brief description account of the applicable claims, including damages sought or estimated, to the 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 failureindemnifying party.

Indemnification Claims. (a) In order for an If a Seller Indemnified Party to be entitled to any becomes aware of a claim for indemnification provided for under Section 7.1 or 7.2 in respect of6.2, arising out of or involving, a Third Party Claim, such Indemnified Party must the Seller will promptly notify the Indemnifying Party in writing Buyer of the Third Party Claim (including claim, specifying in such notice a brief description of the applicable claims, including damages sought or estimatedreasonable detail, to the extent actually known by then known, the Indemnified Party) within 20 Business Days after receipt by such Indemnified Party nature of notice of such Third Party Claim (a "Claim Notice"the Losses suffered and the facts giving rise to the claim. Notwithstanding the foregoing, but subject to Section 6.4(c); provided that , any failure to give such notification shall so notify the Buyer will not affect relieve the Buyer from its indemnification provided under Section 7.1 obligations or 7.2 other Liabilities hereunder except to the extent (and only to the Indemnifying Party has been actually extent) that the Buyer demonstrates that the defense of the matter is materially prejudiced as a result thereby. The Buyer will have 30 days after receipt of such failurethe indemnification notice to notify the Seller in writing of any objections thereto, specifying in reasonable detail the nature of and basis for each objection. ThereafterTo the extent that the Buyer fails to timely object to all or part of an indemnification claim, the Indemnified Party shall deliver Buyer will be deemed to have irrevocably accepted Liability for the claim. To the extent that the Buyer timely objects to all or part of an indemnification claim, the Buyer and the Seller will negotiate in good faith to resolve the dispute within 30 days thereafter. If the Buyer and the Seller are unable to resolve the dispute within that 30 day period, then either of them may proceed to litigate the dispute subject to the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt thereof, copies provisions of all notices and documents received by the Indemnified Party relating to such Third Party Claimthis Agreement. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that (i) the Indemnifying Party provides the If a Buyer Indemnified Party notice of its election to assume the defense of such Third 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 becomes aware of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party claim for indemnification 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 Claim6.3, it will be conclusively established for purposes promptly notify the Seller of this Agreement the claim, specifying in reasonable detail, to the extent then known, the nature of the Losses suffered and the Purchase Agreement that facts giving rise to the claims made in that Third Party Claim are within the scope and subject to indemnification pursuant to this Article 7claim. Notwithstanding the foregoing, but subject to Section 6.4(c), any failure to so notify the Indemnifying Party shall Seller will not be entitled relieve the Seller from its indemnification obligations or other Liabilities hereunder except to assume the extent (and only to the extent) that the Seller demonstrates that the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses matter is materially prejudiced thereby. The Seller will have 30 days after receipt of counsel incurred by the indemnification notice to notify the Buyer Indemnified Party in defending such Third Party Claim) if writing of any objections thereto, specifying in reasonable detail the Third Party Claim seeks nature of and basis for each objection. To the extent that the Seller fails to timely object to all or part of an orderindemnification claim, injunction the Seller will be deemed to have irrevocably accepted Liability for the claim. To the extent that the Seller timely objects to all or other equitable relief or relief for other than money damages against part of an indemnification claim, the Seller and the Buyer Indemnified Party which will negotiate in good faith to resolve the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 incurreddispute within 30 days thereafter. If the Indemnifying Buyer Indemnified Party chooses and the Seller are unable to defend or prosecute a Third Party Claimresolve the dispute within that 30 day period, all then either of them may proceed to litigate the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision dispute subject to the Indemnifying Party provisions 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)this Agreement. (c) In order for an No action by a Buyer Indemnified Party or a Seller Indemnified Party to be entitled determine the extent of an indemnified Liability, including voluntary disclosure to Authorities or potential claimants, will in any way affect a party’s right to 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 to the Indemnifying Party (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); 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 failureAgreement.

Indemnification Claims. (a) In order for If an Indemnified Party is of the opinion that it has or may have a right to 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 this Agreement (an “Indemnification Claim”), such Indemnified Party must shall promptly notify the Indemnifying Party in writing a written notice (a “Claim Certificate”), prior to the expiration of the Third applicable Survival Period (if applicable): (i) stating that such Indemnified Party Claim has suffered or incurred any Losses, or reasonably anticipates that it will suffer or incur any Losses, for which it is entitled to indemnification under this Agreement; (including in such notice ii) a brief description of the applicable claims, including damages sought or estimated, in reasonable detail (to the extent actually known by the available to such Indemnified Party) within 20 Business Days after receipt by of the facts, circumstances or events giving rise to each item of Losses based on such Indemnified Party of notice of such Third Party Claim (a "Claim Notice"); provided that failure to give such notification shall not affect Party’s good faith belief thereof and 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. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt thereof, copies amount of all notices related Losses; and documents received by (iii) the Indemnified Party relating basis for indemnification under this Agreement to which such Third Party Claimitem of Losses is related. (b) The Indemnifying Party will If a Buyer becomes aware of a claim to be entitled to participate indemnified by Seller as a result of the breach of any representation and warranty made by Seller in the defense thereof Section 5.22(b) hereof, such Buyer shall notify Seller of such breach and, following Seller’s receipt of such notice, Seller (if it so choosesagrees that such breach has occurred) may elect to cure any such breach by undertaking to, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that (i) the Indemnifying Party provides the Indemnified Party notice or causing any of its election Affiliates to, transfer additional assets to assume the defense of Buyer or its designated Affiliates, as applicable, grant perpetual, royalty-free licenses or sub-licenses to additional Intellectual Property to Buyer or its designated Affiliates under an appropriate license, as applicable, or otherwise take other commercially reasonable actions to remedy such Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject to indemnification pursuant to this Article 7breach. Notwithstanding the foregoing, the Indemnifying Party provisions of this Section 12.4(b) shall not be entitled to assume the defense in no way prejudice or limit any of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction Buyers’ rights or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). (c) In order for an Indemnified Party to be entitled to any indemnification provided for remedies 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 to the Indemnifying Party Article XII at any time (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); 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 that a Loss is actually prejudiced as a result of such failurereduced or eliminated by Seller’s actions under this Section 12.4(b)).

Indemnification Claims. (ai) In order for to seek indemnification under this ARTICLE VII, an Indemnified Party shall deliver a Claim Notice to 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, such Indemnified Party must notify the Indemnifying Party in writing Party. (ii) Within 20 days after delivery of 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnified Party a Response, in which the Indemnifying PartyParty shall: (A) 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); (B) 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 (C) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. (iii) 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(b)(iv) shall become effective with respect to such Dispute. The provisions of this Section 7.3(b)(iii) 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 court sitting in Mexico DF, in accordance with Section 10.12. The parties waive the right to have the dispute heard in any other court. (iv) If, as set forth in Section 7.3(b)(iii), the Indemnified Party and the Indemnifying Party agree to submit any Dispute to binding arbitration, such Dispute shall be resolved by final and binding arbitration in Mexico DF, administered by the American Arbitration Association applying the Arbitration Rules. The arbitration shall be conducted by a single arbitrator selected by the parties from a list of arbitrators provided by the American Arbitration Association of Mexican active or retired attorneys, law professors or judicial officers with at least 10 years experience in general commercial matters (the “Arbitrator). (A) In the event of any conflict between the Arbitration Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (B) The parties shall commence the arbitration by jointly filing a written submission with the office of the American Arbitration Association in Mexico DF, in accordance with the Arbitration Rules. If within 10 Business Days days after the Indemnified Party's receipt thereofexpiration of the 30-day period in Section 7.3(b)(iii) the parties do not jointly submit such written submission to the American Arbitration Association, copies then either party may commence a legal action in the appropriate court in accordance with Section 10.8 hereof. (C) Any depositions or other discovery shall be conducted in connection with the arbitration in accordance with the Arbitration Rules. (D) Not later than 30 days after the conclusion of all notices the arbitration hearing, the Arbitrator shall prepare and documents received 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. (E) The Arbitrator shall have no power or authority, under the Arbitration Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 7.3(b)(iv), or (y) address or resolve any issue not submitted by the parties. (F) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses (including such party’s own respective legal fees and related disbursements), except that the fees and costs of 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 relating to such Third Party Claimand the Indemnifying Party. (bv) The Indemnifying Party will be entitled to participate in Notwithstanding the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense other provisions of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) , if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof a third party asserts (other than during any period in which the by means of a lawsuit) that an Indemnified Party shall have failed is liable to give the Claim Notice as provided above). If the Indemnifying Party assumes such defense, the third party for a monetary or other obligation which may constitute or result in Damages for which such 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 may be conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject entitled to indemnification pursuant to this Article 7. Notwithstanding 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, provided that in such event that the foregoing, Indemnified party provides the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (with at least 15 business days notice thereof and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending that such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 consents in writing to defend or prosecute a Third Party Claim, all the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry ’s fulfillment of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (obligation which consent shall not be unreasonably withheld). , delayed or conditioned, (cii) In order for an such Indemnified Party to be entitled to any may subsequently make a claim for indemnification provided for under in accordance with the provisions of this Agreement other than in respect ofARTICLE VII, arising out of or involving a Third Party Claim, and (iii) such Indemnified Party shall deliver notice be reimbursed, in accordance with the provisions of this ARTICLE VII, for any such claim with reasonable promptness Damages for which it is entitled to indemnification pursuant to this ARTICLE VII (subject to the right of the Indemnifying Party (including in such notice a brief description of the applicable claims, including damages sought or estimated, to the extent actually known by 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); provided that failure to give . Failing such notification notice the Indemnified Party 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 remain liable for such failureDamages.

Indemnification Claims. (a) In order for If an Indemnified Party wishes to assert an indemnification claim against a party responsible for indemnification under this Agreement (an “Indemnifying Party” ) (which term shall be entitled deemed to any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party Claim, such Indemnified Party must notify the include all Indemnifying Party in writing of 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"Parties if more than one); 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. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within 10 Business Days after Party a written notice (a “Claim Notice” ) prior to the Indemnified Party's receipt thereof, copies of all notices and documents received by the Indemnified Party relating to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense earlier of the Indemnifying Partyexpiration of the time period set forth in Section 7.8(c) with counsel selected by or the Indemnifying Party; provided that date on which the final Earnout Payment is made, containing (i) the Indemnifying Party provides the Indemnified Party notice of its election to assume the defense a statement that a specific representation, warranty, covenant or other indemnifiable matter has been breached by such other party (including an identification of such Third Party Claim within 15 days of receipt of the applicable Claim Noticerepresentation, warranty, covenant or other indemnifiable matter); (ii) a detailed description of the Indemnifying Party has facts and circumstances, to the financial resources extent known, giving rise to pay damages that could reasonably be expected to arise from the alleged breach of such Third Party Claimrepresentation, warranty, covenant or other indemnifiable matter; and (iii) such counsel selected by an assertion that a claim for recovery under this Article 7 is due, including a reasonable estimate of the Indemnifying Party is reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claimtotal amount of, the Indemnifying Party will not Indemnifiable Losses actually incurred or expected to be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses a direct result of such separate counsel shall be paid alleged breach. If, within 45 calendar days after a Claim Notice is received by the Indemnifying Party, and (2) the Indemnifying Party does not contest such Claim Notice in writing to the Indemnified Party, the Indemnifying Party shall be liable for conclusively deemed to have consented, to the reasonable fees and expenses of counsel employed recovery by the Indemnified Party of the full amount of Indemnifiable Losses specified in the Notice of Claim in accordance with this Article 7 (subject to the limitations contained in Sections 7.7 and 7.8 hereof), including, in the case of the Company Holders, the forfeiture of the Escrow Amount, the Maximum Earnout Amount, the Wound Closure Milestone Payment and the Orthopedic Milestone Payment equal to such Indemnifiable Losses and, without further notice, to have stipulated to the entry of a final judgment for any period during which damages against the Indemnifying Party has not assumed for such amount in any court having jurisdiction over the defense thereof (other than during any period in which the Indemnified Party shall have failed to give the Claim Notice as provided above)matter where venue is proper. If the Indemnifying Party assumes such defense, gives the Indemnified Party shall have the right to participate in the defense thereof and to employ counselwritten notice contesting all or any portion of a Claim Notice (a “Contested Claim” ) within 45 calendar days, 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 then such defense. If the Indemnifying Party assumes the defense of the Third Party Claim, it will be conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Contested 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 counsel incurred resolved by either (i) a written settlement agreement or memorandum executed 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate (ii) in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision to absence of such a written settlement agreement within 45 calendar days following receipt by the Indemnifying Party of records and information which are reasonably relevant to the Claim Notice, by such Third Party Claim, and making employees appropriate remedies available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (including in such notice a brief description of the parties under applicable claims, including damages sought or estimated, to the 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 failurelaw.

Indemnification Claims. (a) In order Promptly after the incurrence of any Losses by a party entitled to indemnification pursuant to Section 5.1 (an “Indemnitee”), including any claim by a third party described in subsection 5.2(b), which might give rise to indemnification, the Indemnitee shall deliver to the party from which indemnification is sought (the “Indemnitor”) a notice that specifies in a reasonable detail each individual item of Loss, the basis for an Indemnified Party any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. Claims for Losses to which an Indemnitor shall not object in writing within thirty (30) days after receipt of notice, and claims for Losses which are contested and resolved by agreement or judicial determination or shall have been settled with the consent of the Indemnitor shall be paid within ten (10) days. (b) If a claim or demand is made against either party by any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, third party (a “Third Party Claim”) as to which the Indemnitor may be obligated to provide indemnification pursuant to this Agreement, such Indemnified Party must Indemnitee, within a reasonable time after receipt of such claim or demand, shall notify the Indemnifying Party Indemnitor in writing writing, and in reasonable detail, of the Third Party Claim (including in such notice a brief description of the applicable claims, including damages sought or estimated, “Claim Notice”). The failure by any Indemnitee to deliver a Claim Notice 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 Indemnitor shall not affect relieve the indemnification provided Indemnitor from any liability that it may have to such Indemnitee under Section 7.1 or 7.2 this Agreement, except to the extent that the Indemnifying Party Indemnitor shall have demonstrated that it has been actually prejudiced as a result of such failure. ThereafterUpon receipt of a Claim Notice, the Indemnified Indemnitor shall have the right, but not the obligation, to assume and control the defense and settlement of the Third Party Claim for and on behalf of the Indemnitee. The Indemnitor shall deliver have 5 (five) business days to notify the Indemnifying Party, within 10 Business Days after Indemnitee in writing of its decision in this regard. If the Indemnified Party's receipt thereof, copies Indemnitor is entitled to and elects to exercise its right to assume and control the defense and settlement of all notices and documents received by the Indemnified Party relating to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in , then the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost Indemnitor shall diligently and expense of the Indemnifying Party) 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 continuously defend such Third 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 through 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying PartyIndemnitee, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 Indemnitee shall have the right to participate in the defense and settlement thereof and to employ counsel, at its own expense expense. The Indemnitee shall cooperate with the Indemnitor in the defense and settlement thereof (except as otherwise provided hereinincluding preserving and sharing relevant documents and records, attending and testifying at hearings and proceedings, and the like), separate from and the counsel employed Indemnitor shall not, without the Indemnitee’s prior written consent, settle such Third Party Claim unless the sole relief provided in such settlement is monetary in nature and shall be paid in full by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defenseIndemnitor. If the Indemnifying Party assumes Indemnitor declines to assume and control the defense of the Third Party Claim, it will be conclusively established for purposes of this Agreement and then the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject Indemnitee may proceed 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 counsel incurred by the Indemnified Party in defending such Third Party Claim) if defend the Third Party Claim seeks an orderas it sees fit, injunction or other equitable relief or relief for other than money damages with a full reservation of rights against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)Indemnitor. (c) In order for an Indemnified Party The Sellers’ indemnification obligations shall not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) by or on behalf of the Buyer at any time, whether before or after the execution and delivery of this Agreement, with respect to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out the accuracy or inaccuracy of or involving a Third Party Claimcompliance with any representation, such Indemnified Party shall deliver notice warranty, covenant or agreement. Neither the exercise of such claim with reasonable promptness to nor the Indemnifying Party (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); provided that failure to give such notification exercise the foregoing rights shall not affect constitute an election of remedies or limit in any manner the indemnification provided under Section 7.1 or 7.2 except to the extent the Indemnifying Party has been actually prejudiced as a result enforcement of such failureany other remedies that may be available.

Indemnification Claims. Upon receipt by an Indemnifying Party ---------------------- on or before the last day of the Indemnification Period of a certificate signed by any officer of the Indemnifying Party (an "Officer's Certificate"): (a) In order for stating that the Indemnified Person has paid or accrued Indemnifiable Damages in an Indemnified Party aggregate stated amount to be which such party is entitled to any indemnification provided for under Section 7.1 indemnity pursuant to this Agreement, and (b) specifying in reasonable detail the individual items of Indemnifiable Damages included in the amount so stated, the date each such item was paid or 7.2 in respect ofaccrued, arising out and the nature of the misrepresentation, breach of warranty or involvingclaim to which such item is related, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of the Third Party Claim (including in such notice a brief description of the applicable claimsshall, including damages sought or estimated, subject to the extent actually known by provisions of Section 7.5 hereof, deliver to the Indemnified Party) within 20 Business Days after receipt by Person, as promptly as practicable, the amount of money sufficient to indemnify the Indemnified Person against such Indemnified Party of notice of such Third Party Indemnifiable Damages. Failure to promptly make an Indemnification Claim (a "Claim Notice"); provided that failure to give such notification shall not affect relieve the indemnification provided under Section 7.1 or 7.2 Indemnifying Party from the obligation to indemnify the Indemnified Person except to the extent that the Indemnifying Party has been actually prejudiced suffers actual and material prejudice as a result of such failure. Thereafter, In the event the Indemnification Claim involves a claim brought against the Indemnified Party shall deliver to the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents received Person by the Indemnified Party relating to such a third party (a "Third Party Claim. "), (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that (ia) the Indemnifying Party provides the Indemnified Party notice of its election to assume the defense of such Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 counselin, at its own expense (except as otherwise provided herein)but not control, 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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, with its counsel and making employees available on a mutually convenient basis to provide additional information at its sole cost and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, expense and (b) the Indemnified Party will agree to any settlement, Person shall not settle or compromise or discharge of such Third 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, the Indemnifying Party shall not or consent to the entry of any judgment or 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 applicable 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (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); 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) In order for an To the extent applicable, subject to the limitations set forth in Section 10.3 or Section 10.4, if any Indemnified Party wishes to be entitled to any indemnification provided for assert a claim under Section 7.1 10.2(a) or 7.2 in respect ofSection 10.2(b), arising out of or involvingas applicable (each, a Third Party an “Indemnification Claim”), such Indemnified Party must it shall notify the Indemnifying Party in writing the Seller (if the Seller is the party from which indemnification is sought pursuant to Section 10.2(a)) or Acquiror (if Acquiror is the party from which indemnification is sought pursuant to Section 10.2(b)) of the Third Party Claim (including in facts and circumstances that give rise to 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 Indemnification Claim. As soon as reasonably practicable 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 has been actually prejudiced as a result of such failure. Thereafternotice, the Indemnified Party shall deliver to the Indemnifying Partyother Party a written claim notice (a “Claim Notice”) stating (i) that an Indemnified Party has paid, within 10 Business Days after incurred, suffered or sustained, or anticipates that it may pay, incur, suffer or sustain Losses, and (ii) to the Indemnified Party's receipt thereofextent reasonably available, copies specifying such Losses or anticipated Losses in reasonable detail, the facts and circumstances (to the extent known by or available to the corresponding Representative) giving rise to such Losses and, if applicable, the nature of all notices and documents received the misrepresentation, breach of warranty or covenant or other indemnifiable matter. Without extending the time limitations set forth in Section 10.1, a Claim Notice may be updated from time to time by the Indemnified Party relating delivering such Claim Notice to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate reflect any change in circumstances following the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 Claimdate thereof, and (iii) such counsel selected by the Indemnifying Party is reasonably satisfactory with respect to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party ClaimLeakage, the Indemnifying Party will not be liable to the Indemnified Party under this Section 7.3 for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other Acquiror may deliver more than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided that one (1) claim for Leakage, if there are separate events constituting Leakage. A failure to give complete, accurate or, without extending the time limitations set forth in Section 10.1, timely notice of a Claim Notice will not affect the rights or obligations of any Indemnified Party reasonably determineshereunder. If an Indemnification Claim may be brought under different or multiple sections, after conferring clauses or subclauses of Section 10.2 (or with its counselrespect to different or multiple representations, that it is advisable for warrants or covenants), then the applicable Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party Parties shall have the right to employ counsel bring such Indemnification Claim under any or each such section, clause, subclauses, representation, warranty or covenant (limited to one law firmeach a “Subject Provision”) to represent that it chooses and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for Parties will not be precluded from seeking indemnification under any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which Subject Provision by virtue of 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 Parties not 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 conclusively established for purposes of this Agreement and the Purchase 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 seek indemnification under any Third Party Claim (and shall be liable for the reasonable fees and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)Subject Provision. (c) 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 to the Indemnifying Party (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); 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) In order for an Any Fubo Indemnified Party to be entitled or Hulu Indemnified Party seeking indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (a “Third-Party Claim”) in respect of any matter that is subject to indemnification provided for under Section 7.1 10.01 or 7.2 Section 10.02, as applicable, shall (i) promptly (and in respect of, arising out of or involving, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of 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) any event within 20 10 Business Days after receipt by such Indemnified Party of notice of such Third Third-Party Claim) notify Hulu or Newco, as applicable (the “Indemnifying Party”), of the Third-Party Claim and (ii) as promptly as practicable, transmit to the Indemnifying Party a written notice (a "“Claim Notice"”) describing in reasonable detail the nature of the Third-Party Claim and an estimate of any Losses expected to be incurred with respect thereto (if reasonably determinable); provided that . Notwithstanding the foregoing, the delay or failure to give such notification shall the notice provided in, or in accordance with, this Section 10.03 will not affect relieve the indemnification provided Indemnifying Party of its obligations under Section 7.1 or 7.2 this Article 10, except to the extent the such Indemnifying Party has been is actually prejudiced as a result of by such delay or failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within 10 Business Days as promptly as practicable after the Indemnified Party's ’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to such Third the Third-Party Claim. (b) The Indemnifying Party will be entitled shall have the right to participate defend the Indemnified Party against such Third-Party Claim (except in the defense thereof and, case of an Excluded Matter) if the Indemnifying Party promptly notifies the Indemnified Party (and in any event within 30 days after having received any Claim Notice) in writing that it so chooses, is exercising its right to defend the Indemnified Party against such Third-Party Claim. If the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party elects to assume the defense thereof (at the sole cost and expense of the Third-Party Claim, then the Indemnifying Party) Party shall have the right to defend such Third-Party Claim with counsel selected by the Indemnifying Party; provided that Party (i) the Indemnifying Party provides the Indemnified Party notice of its election to assume the defense of such Third 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) in all appropriate proceedings. Should The Indemnifying Party shall have control of such defense and proceedings, including any compromise or settlement thereof; provided, that the Indemnifying Party so elect to assume shall not enter into any compromise or settlement of such claim without the defense prior written consent of a Third the Indemnified Party; provided, however, the consent of the Indemnified Party Claim, shall not be required for any compromise or settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party will and (ii) such compromise or settlement (A) does not be liable include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Indemnified Party and (B) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such Third-Party Claim. The Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim controlled by the Indemnifying Party pursuant to this Section 10.03(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation unless, in the reasonable judgment of the Indemnified Party based on the advice of counsel, there is a conflict of interest (including the availability to the Indemnified Party under this Section 7.3 for any legal expenses subsequently incurred by of one or more defenses that are not available to the Indemnifying Party) that would prevent the same counsel from representing both the Indemnified Party and the Indemnifying Party, in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided that (1) if which case the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party shall be entitled to be represented by retain one separate counsel due (which counsel shall be reasonably satisfactory to actual or potential conflicts the Indemnifying Party), the reasonable and documented costs and expenses of interestwhich shall be borne by the Indemnifying Party. Notwithstanding the foregoing, if a Third-Party Claim involves a criminal proceeding (each, an “Excluded Matter”), then, in each case, the Indemnified Party shall have the right to employ counsel defend the applicable Third-Party Claim in accordance with Section 10.03(c) below. (limited to one law firmc) to represent it and in that In the event the fees and expenses of such separate counsel shall be paid by the Indemnifying Partyan Excluded Matter, and (2) or if the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by does not notify the Indemnified Party for any period during which that the Indemnifying Party has not assumed the defense thereof (other than during any period in which elects to defend the Indemnified Party shall have failed pursuant to give the Section 10.03(b) within 30 days after receipt of any Claim Notice (or notifies the Indemnified Party within such time period that it elects not to defend the Indemnified Party) and thereafter fails to diligently conduct such defense (as provided abovedetermined by a court of competent jurisdiction). If the Indemnifying Party assumes , then, in each such defenseinstance, the Indemnified Party shall have the right to participate in defend against 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 conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third applicable Third-Party Claim are within the scope and subject be reimbursed for its reasonable and documented cost and expense in regard to indemnification pursuant to this Article 7. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third such Third-Party Claim (and shall be liable for the reasonable fees and expenses of with counsel incurred selected by the Indemnified Party in defending all appropriate proceedings. In such Third Party Claim) if the Third Party Claim seeks an ordercircumstances, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. The indemnification required by Section 7.1 or 7.2, as in 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party ClaimExcluded Matter, the Indemnified Party shall defend any such Third-Party Claim in good faith and have full control of such defense and proceedings; provided, that the Indemnified Party may not admit enter into any liability with respect to, or settle, compromise or discharge, settlement of such Third Third-Party Claim if indemnification is to be sought hereunder without the Indemnifying Party's prior written consent ’s consent. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 10.03(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (d) Each Indemnified Party shall use its commercially reasonable efforts to mitigate any indemnifiable Losses. The Indemnified Parties shall act in good faith and a commercially reasonable manner to mitigate any Losses it may pay, incur, suffer or sustain for which consent indemnification is available hereunder to the extent required by applicable Law (which, for the avoidance of doubt, shall not be unreasonably withheldrequire any Indemnified Party to seek recovery from any third party). (ce) In order From and after the Closing, the indemnification obligations set forth in this Article 10 will constitute the sole and exclusive remedies of the parties for an Indemnified Party to be entitled to any indemnification provided for under this Agreement other than in respect ofLosses based on, arising out of or otherwise in respect of any matter addressed in Article 10, except for remedies involving specific performance or other equitable relief. (f) The provisions of this Section 10.03 shall not apply to third-party claims in respect of Taxes (other than claims that include Taxes as ancillary Losses in respect of a Third Party Claimnon-Tax claim), such Indemnified Party which claims in respect of Taxes shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (including in such notice a brief description of the applicable claims, including damages sought or estimated, to the extent actually known be governed 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 failureNewco Operating Agreement.

Indemnification Claims. (a) In order Promptly after the incurrence of any Losses by a party entitled to indemnification pursuant to Section 5.1 (an “Indemnitee”), including any claim by a third party described in subsection 5.2(b), which might give rise to indemnification, the Indemnitee shall deliver to the party from which indemnification is sought (the “Indemnitor”) a notice that specifies in a reasonable detail each individual item of Loss, the basis for an Indemnified Party any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. Claims for Losses to which an Indemnitor shall not object in writing within thirty (30) days after receipt of notice, and claims for Losses which are contested and resolved by agreement or judicial determination or shall have been settled with the consent of the Indemnitor shall be paid within ten (10) days. (b) If a claim or demand is made against either party by any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, third party (a “Third Party Claim”) as to which the Indemnitor may be obligated to provide indemnification pursuant to this Agreement, such Indemnified Party must Indemnitee, within a reasonable time after receipt of such claim or demand, shall notify the Indemnifying Party Indemnitor in writing writing, and in reasonable detail, of the Third Party Claim (including in such notice a brief description of the applicable claims, including damages sought or estimated, “Claim Notice”). The failure by any Indemnitee to deliver a Claim Notice 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 Indemnitor shall not affect relieve the indemnification provided Indemnitor from any liability that it may have to such Indemnitee under Section 7.1 or 7.2 this Agreement, except to the extent that the Indemnifying Party Indemnitor shall have demonstrated that it has been actually prejudiced as a result of such failure. ThereafterUpon receipt of a Claim Notice, the Indemnified Indemnitor shall have the right, but not the obligation, to assume and control the defense and settlement of the Third Party Claim for and on behalf of the Indemnitee. The Indemnitor shall deliver have 5 (five) business days to notify the Indemnifying Party, within 10 Business Days after Indemnitee in writing of its decision in this regard. If the Indemnified Party's receipt thereof, copies Indemnitor is entitled to and elects to exercise its right to assume and control the defense and settlement of all notices and documents received by the Indemnified Party relating to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in , then the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost Indemnitor shall diligently and expense of the Indemnifying Party) 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 continuously defend such Third 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 through 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying PartyIndemnitee, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 Indemnitee shall have the right to participate in the defense and settlement thereof and to employ counsel, at its own expense expense. The Indemnitee shall cooperate with the Indemnitor in the defense and settlement thereof (except as otherwise provided hereinincluding preserving and sharing relevant documents and records, attending and testifying at hearings and proceedings, and the like), separate from and the counsel employed Indemnitor shall not, without the Indemnitee’s prior written consent, settle such Third Party Claim unless the sole relief provided in such settlement is monetary in nature and shall be paid in full by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defenseIndemnitor. If the Indemnifying Party assumes Indemnitor declines to assume and control the defense of the Third Party Claim, it will be conclusively established for purposes of this Agreement and then the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject Indemnitee may proceed 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 counsel incurred by the Indemnified Party in defending such Third Party Claim) if defend the Third Party Claim seeks an orderas it sees fit, injunction or other equitable relief or relief for other than money damages with a full reservation of rights against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)Indemnitor. (c) In order for an Indemnified Party The Seller’ indemnification obligations shall not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) by or on behalf of the Purchaser at any time, whether before or after the execution and delivery of this Agreement, with respect to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out the accuracy or inaccuracy of or involving a Third Party Claimcompliance with any representation, such Indemnified Party shall deliver notice warranty, covenant or agreement. Neither the exercise of such claim with reasonable promptness to nor the Indemnifying Party (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); provided that failure to give such notification exercise the foregoing rights shall not affect constitute an election of remedies or limit in any manner the indemnification provided under Section 7.1 or 7.2 except to the extent the Indemnifying Party has been actually prejudiced as a result enforcement of such failureany other remedies that may be available.

Indemnification Claims. (a) In order for an Indemnified Party To cover Losses under the indemnification obligations of Seller under Section 9.2 and of Purchaser under Section 9.3, any of the Persons seeking to be entitled indemnified under this Article IX (the "Indemnified Party") must deliver to any the Party from whom indemnification provided for under Section 7.1 is sought (the "Indemnifying Party") on or 7.2 in respect of, arising out of or involving, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of the Third Party Claim (including in such notice a brief description of before the applicable claims, including damages sought or estimated, to the extent actually known Expiration Date a certificate signed by the Indemnified Party) within 20 Business Days after receipt by such Indemnified Party an officer 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver (an "Indemnification Notice") stating the basis of a claim pursuant to this Article IX, and specifying in reasonable detail the Indemnifying Partyindividual items of such Losses included in the amount so stated, within 10 Business Days after the Indemnified Party's receipt thereofamount or estimated amount thereof (if known or reasonably capable of estimation), copies the method of all notices calculation for such Losses, and documents received by the Indemnified Party relating nature of the misrepresentation, breach of warranty, covenant or claim to which such Third Party Claimitem is related. (b) The Indemnifying Party will be entitled shall have a period of [***] from and after delivery of any Indemnification Notice to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable deliver to the Indemnified Party under this Section 7.3 for any legal expenses subsequently incurred by a response, in which the Indemnifying Party shall: (i) agree that the Indemnified Party in connection with is entitled to receive all of the defense thereof other than reasonable costs of investigation requested Losses, or of assistance as contemplated by this Section 7.3; provided (ii) dispute that (1) if the Indemnified Party reasonably determinesis entitled to receive the requested Losses. (c) If the Indemnifying Party does not deliver a response before the expiration of the [***] period referred to in Section 9.5(b) disputing any claim or claims made in the Indemnification Notice, after conferring with its counsel, that it is advisable for the Indemnified Party shall, subject to the provisions of this Article IX, be represented by separate counsel due entitled to actual recover such Losses. (d) If the Indemnifying Party disputes any claim or potential conflicts of interestclaims made in any Indemnification Notice, the Indemnified Party shall have [***] to respond in a written statement to the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses objection of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 after such defense[***] period there remains a dispute as to any claims, the Indemnified Party Parties shall have attempt in good faith for [***] to agree upon 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 rights of the Third Party Claim, it will be conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 Parties with respect to each of such Third Party Claim. If claims (the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party "Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheldPeriod"). (ce) In order for an Indemnified If no agreement can be reached after good faith negotiation between the Parties during the Claims Period pursuant to Section 9.5(d), either Party may initiate formal legal action with the applicable court in accordance with Section 10.9 to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out resolve such dispute. The decision of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness the court as to the Indemnifying Party (including validity and amount of any claim in such notice a brief description of Indemnification Notice shall be binding and conclusive upon the applicable claims, including damages sought or estimated, to the 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 failureParties.

Indemnification Claims. (ai) In order for an If a Parent Indemnified Party is of the opinion that it has or may acquire a right to be entitled to any indemnification provided for under Section 7.1 or 7.2 in respect ofthis ARTICLE 8 (each, arising out of or involving, a Third Party an “Indemnification Claim”), such Parent Indemnified Party must shall so notify the Indemnifying Representative in a written notice, signed by such Parent Indemnified Party, or any officer thereof (each, an “Officer’s Certificate”): (i) stating that such Parent Indemnified Party has directly or indirectly paid, sustained or incurred any Damages, or reasonably anticipates that it will directly or indirectly pay, sustain or incur any Damages, (ii) specifying in writing reasonable detail the individual items of Damages included in the Third Party Claim amount so stated (including in and the method of computation of each such notice item of Damages, if applicable), the date each such item of Damages was paid, sustained or incurred, or the basis for such reasonably anticipated Damages, (iii) a brief description of the applicable claims, including damages sought or estimated, in reasonable detail (to the extent actually known by the available to such Parent Indemnified Party) of the facts, circumstances or events giving rise to each item of Damages based on such Parent Indemnified Party’s good faith belief thereof, including the identity and address of any third-party claimant and copies of any formal demand or complaint relating thereto, and (iv) the basis for indemnification under Section 8.2 to which such item of Damages is related (including, if applicable, the specific nature of the misrepresentation, or the breach of warranty or covenant). Table of Contents (ii) If the Representative shall not object in writing pursuant to Section 8.2(d)(iv) to any individual items of Damages set forth in an Officer’s Certificate delivered by Parent pursuant to Section 8.2(d)(i) within 20 Business Days thirty (30) calendar days after the Representative’s receipt by of such Officer’s Certificate, the Representative shall be conclusively deemed to have acknowledged and irrevocably consented, for and on behalf of the Indemnifying Parties, (i) to the Parent Indemnified Party recovery of notice the full amount of all such Third Party Claim (a "Claim Notice"); provided that failure to give items of Damages set forth in such notification shall not affect the indemnification provided under Section 7.1 or 7.2 except Officer’s Certificate solely to the extent that such Damages do not exceed the Escrow Amount at such time and subject to the limitations set forth herein, and (ii) if and to the extent necessary, and without further notice, to have stipulated to the entry of a final judgment for damages against the Indemnifying Party has been actually prejudiced as a result Parties for such items of such failureDamages in any court having competent jurisdiction over the matter. ThereafterUpon receipt of any Officer’s Certificate, the Escrow Agent shall not release any portion of the Escrow Amount to Parent or any other Parent Indemnified Party shall deliver or Parties pursuant to the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt thereof, copies of all notices this Agreement unless and documents received by the Indemnified Party relating to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that until (i) the Indemnifying Party provides Escrow Agent shall have received written authorization from the Indemnified Party notice of its election Representative to assume the defense of such Third Party Claim within 15 days of receipt release any portion of the applicable Claim NoticeEscrow Amount, or (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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party Representative 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 object 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 conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject to indemnification writing 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 counsel incurred by the Indemnified Party in defending such Third Party ClaimSection 8.2(d)(iv) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge individual items of Damages set forth in such Officer’s Certificate within thirty (30) calendar days after the Representative’s receipt of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)Officer’s Certificate. (c) 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 to the Indemnifying Party (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); 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) In order for an Subject to the terms of this Agreement, no Parent Indemnified Party shall be entitled to recover any Damages pursuant to the indemnification obligations set forth in Section 9.2 hereof unless and until the Company Stockholders Agent receives a written notice (a “Notice of Claim”) of a claim for indemnification under Section 9.2 (an “Indemnification Claim”) (with a copy to the Escrow Agent) stating, to the then current Knowledge of Parent, (i) that a Parent Indemnified Party has actually suffered or incurred Damages for which such Parent Indemnified Party believes in good faith that it may be entitled to indemnification under Section 9.2, or believes in good faith that a Parent Indemnified Party could suffer or incur Damages for which such Parent Indemnified Party believes in good faith that it may be entitled to indemnification under Section 9.2, (ii) to the extent then known by the Parent Indemnified Party, a brief description, in reasonable detail, of the facts, circumstances or events giving rise to the Indemnification Claim (and the Damages, to the extent known, forming the basis of such Indemnification Claim), including to the extent then known by the Parent Indemnified Party the identity and address of any third-party claimant and copies of any formal demand or complaint, and (iii) the representation, warranty or covenant of this Agreement that may form the basis of such Indemnification Claim under Section 9.2. To be valid pursuant to this Section 9.4, a Notice of Claim relating to an Indemnification Claim under Section 9.2(a) must be received by the Stockholders Agent prior to the expiration of the representation or warranty forming the basis of such claim, and any delivery or attempted delivery of a Notice of Claim after such expiration date shall be void and of no force or effect. In the event that a Parent Indemnified Party shall deliver a Notice of Claim with respect to any claim that is not a Copyright Action but would constitute a Copyright Action if filed or instituted in any Court, such Notice of Claim shall not be effective unless and until a Copyright Action is filed or instituted in Court on or prior to the one-year anniversary of the Closing Date. (b) After receipt of a Notice of Claim, the Stockholders Agent shall have thirty (30) Business Days following such party’s receipt of the Notice of Claim in which to deliver notice of objection to such claim to the Parent Indemnified Party and the Escrow Agent. If no objection notice is given within such 30 Business Day period, then the Indemnification Claim set forth in the related Notice of Claim shall be deemed to be valid and indemnifiable pursuant hereto, whereupon the Escrow Agent shall deliver to such Parent Indemnified Parties (as allocated from the Escrow Shares then remaining in the Escrow Account pursuant to Section 9.4(d)) Escrow Shares equal in value (valued at the Parent Closing Price) to the amount of the Indemnification Claim set forth in the Resolved Claim Notice. In the event that the Stockholders Agent shall deliver written objection to any Indemnification Claim set forth in a Notice of Claim within the foregoing 30 Business Day period, then no Parent Indemnified Party shall be entitled to any indemnification provided for under Section 7.1 or 7.2 payment and release of Escrow Shares in respect ofthereof unless and until such Indemnification Claim is finally resolved by mutual agreement, arising out of Court Order or involving, settlement. In the event that a Third Party Claim, such Parent Indemnified Party must notify and the Indemnifying Party Stockholder Agent shall mutually agree to resolve a disputed Indemnification Claim in writing favor of the Third Party Parent Indemnified Parties (or any of them), then the applicable Parent Indemnified Parties and the Stockholders Agent shall provide joint written notice (the “Resolved Claim Notice”) of such offset to the Escrow Agent, whereupon the Escrow Agent shall deliver to such Parent Indemnified Parties (including as allocated from the Escrow Shares then remaining in such notice a brief description the Escrow Account pursuant to Section 9.4(d)) Escrow Shares equal in value (valued at the Parent Closing Price) to the amount of the applicable claims, including damages sought or estimated, to Indemnification Claim set forth in 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 "Resolved Claim Notice". In the event that a disputed Indemnification Claim shall be resolved by Court Order in favor of the Parent Indemnified Parties (or any of them); provided that failure to give such notification shall not affect , then 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. Thereafter, the Parent Indemnified Party shall be permitted to unilaterally deliver a Resolved Claim Notice (a “Unilateral Resolved Claim Notice”) to the Escrow Agent (with a copy of the Court Order related thereto), whereupon the Escrow Agent shall deliver to such Parent Indemnified Parties (as allocated from the Indemnifying Party, within 10 Business Days after Escrow Shares then remaining in the Indemnified Party's receipt thereof, copies Escrow Account pursuant to Section 9.4(d)) Escrow Shares equal in value (valued at the Parent Closing Price) to the amount of all notices and documents received by the Indemnified Party relating to such Third Party ClaimIndemnification Claim set forth in the Unilateral Resolved Claim Notice. (bc) The Indemnifying Party will be entitled to participate in Notwithstanding the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense other provisions of the Indemnifying Party) 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 Third 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 Claimthis Section 9.4, the Indemnifying Party will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided parties hereto agree that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party Parent shall have the right to employ counsel (limited deliver immediately prior to one law firm) the one-year anniversary of the Closing an Indemnification Claim with respect to represent it all amounts that will thereafter in the future become due and in that event payable under the fees and expenses 2006 Retention Cash Bonus Plan pursuant to the terms of such separate counsel shall be paid by 2006 Retention Cash Bonus Plan and the Indemnifying Partyawards made thereunder, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge payment of such Third Party Indemnification Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the in full amount of liability in connection with at such Third Party Claim; provided that, without the Indemnified Party's consent, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)time. (cd) In order for an the event Parent and the Stockholders Agent shall have instructed the Escrow Agent to deliver any Escrow Shares to a Parent Indemnified Party pursuant to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out of or involving a Third Party ClaimSection 9.4(b), such Indemnified Party Escrow Shares shall deliver notice of such claim with reasonable promptness to be allocated by the Indemnifying Party (including in such notice a brief description Escrow Agent among the Escrow Shares of the applicable claims, including damages sought or estimated, Company Stockholders in proportion to the 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 failuretheir respective Pro Rata Shares.

Indemnification Claims. (ai) In order for If an Indemnified Party is of the opinion that he, she or it has or may acquire a right to be entitled to any indemnification provided for under Section 7.1 or 7.2 in respect ofthis Article 7 (each, arising out of or involving, a Third Party an “Indemnification Claim”), such Indemnified Party must shall promptly so notify the other party obligated to provide indemnification hereunder (the “Indemnifying Party Party”) in writing of the Third Party Claim (including in such notice a brief description of the applicable claimswritten notice, including damages sought or estimated, to the extent actually known by the Indemnified Party) within 20 Business Days after receipt signed 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt thereofor any officer thereof where applicable (each, copies of all notices and documents received by the Indemnified Party relating to such Third Party Claim. (ban “Indemnification Claim Certificate”) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that (i) the Indemnifying Party provides the stating that such Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Noticehas directly or indirectly paid, sustained or incurred any Damages, or reasonably anticipates that he, she or it will directly or indirectly pay, sustain or incur any Damages, (ii) specifying in reasonable detail the individual items of Damages included in the amount so stated (and the method of computation of each such item of Damages; if applicable), the date each such item of Damages was paid, sustained or incurred, or the basis for such reasonably anticipated Damages, (iii) a brief description in reasonable detail (to the extent available to such Indemnified Party) of the facts, circumstances or events giving rise to each item of Damages based on such Indemnified Party’s good faith belief thereof, including the identity and address of any third-party claimant and copies of any formal demand or complaint relating thereto, and (iv) the basis for indemnification under Section 7.2 to which such item of Damages is related (including, if applicable, the specific nature of the misrepresentation, or the breach of warranty or covenant). Subject to the provisions of Section 1.1(a)(iii), upon delivery of an Indemnification Claim Certificate by Purchaser, any Holdback Amount, or if applicable, any Post Closing Payment, that may become payable pursuant to this Agreement, shall not be paid to the Selling Members until such Indemnification Claim contained in such Indemnification Claim Certificate shall be resolved in accordance with this Section 7.2(d) (but solely to the extent of the Damages claimed in such Indemnification Claim Certificate, with the balance of such amount payable to the Selling Members to be paid in accordance with this Agreement). (ii) If 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 does not object in writing to the Indemnified Party. Should the Indemnifying Party so elect , pursuant to assume the defense Section 7.2(d)(iii) to any individual items of a Third Party Claim, the Indemnifying Party will not be liable to the Damages set forth in an Indemnification Claim Certificate delivered by any Indemnified Party under this or Parties pursuant to Section 7.3 for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided that 7.2(d)(i) within thirty (130) if the Indemnified Party reasonably determines, days after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses receipt of such separate counsel shall be paid by the Indemnifying PartyIndemnification Claim Certificate, and (2) the Indemnifying Party shall be liable for the reasonable fees conclusively deemed to have acknowledged and expenses of counsel employed by irrevocably consented to the Indemnified Party for any period during which Party’s recovery of the full amount of all such items of Damages set forth in such Indemnification Claim Certificate. (iii) In the event that an Indemnifying Party has not assumed the defense thereof (other than during seeks to contest any period individual items of Damages set forth in which the Indemnified Party shall have failed to give the an Indemnification 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 conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject to indemnification Certificate pursuant to this Article 7. Notwithstanding the foregoingSection 7.2(d)(i), 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 counsel incurred by notify the Indemnified Party in defending writing, within thirty (30) days after such Third Party Claim) if Indemnification Claim Certificate is sent, of the Third Party Claim seeks an orderIndemnifying Party’s objection, injunction or other equitable relief or relief which notice shall set forth a brief description in reasonable detail of the basis for other than money damages against objecting to each item of Damages based on the Indemnifying Party’s good faith belief thereof. Upon the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated Party’s receipt of a written notice of objection from any 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 pursuant to defend or prosecute a Third Party Claimthe preceding sentence, all the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate involved in the defense or prosecution thereofIndemnification Claim shall attempt in good faith to agree upon the rights of the respective parties with respect to the disputed items of Damages. If such parties should so agree, which cooperation a memorandum setting forth the agreement reached by the parties with respect to such disputed items of Damages shall include be prepared and signed by both parties and, if applicable, the amount of Damages shall be permanently retained by the Purchaser and shall reduce the available Holdback Amount that may become payable pursuant to Section 1.1(a), or, if applicable, paid out of the Escrowed Holdback Amount pursuant to the Escrow Agreement. (upon iv) If within sixty (60) days after the Indemnifying Party's reasonable request) the provision to the Indemnifying Party ’s receipt of records and information which are reasonably relevant to such Third Party ClaimIndemnification Claim Certificate, and making employees available after good faith negotiations, the parties are unable to agree on a mutually convenient basis the rights of the respective parties with respect to provide additional information and explanation any disputed items of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party ClaimDamages set forth in an Indemnification Claim Certificate, the Indemnified Party will agree may bring suit in the courts identified in Section 9.11 hereof to any settlement, compromise or discharge of such Third Party Claim which resolve 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)matter. (c) 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 to the Indemnifying Party (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); 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) In order for If an Indemnified Party wishes to assert an indemnification claim against any Indemnifying Party, the Indemnified Party shall deliver or cause to 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, such Indemnified Party must notify the Indemnifying Party in writing of the Third Party Claim (including in such notice a brief description of the applicable claims, including damages sought or estimated, delivered to the extent actually known by the Indemnified Party) within 20 Business Days after receipt by such Indemnified Party of entity or entities specified below a written notice of such Third Party Claim (a "Claim Notice"); provided that failure ) setting forth (a) the specific representation, warranty or post-Closing covenant alleged to give have been breached by 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. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within 10 Business Days after (b) a summary of the Indemnified Party's receipt thereoffacts and circumstances giving rise to the alleged breach of such representation, copies warranty or post-Closing covenant, and (c) a description of, and a reasonable estimate of all notices and documents received the total amount of, the Damages actually incurred or expected to be incurred by the Indemnified Party relating as a direct result of such alleged breach. If the Indemnified Party is a Purchaser Indemnitee, such Purchaser Indemnitee shall deliver a copy of the Claim Notice simultaneously to the Seller's Representative and the Escrow Agent. If the Indemnified Party is a Seller Indemnitee, such Third Party ClaimSeller Indemnitee shall deliver a copy of the Claim Notice to the Purchaser. (b) The Indemnifying Party will Notwithstanding anything to the contrary contained in this Agreement or in the Escrow Agreement, no Purchaser Indemnitee shall be permitted to deliver any Claim Notice (and no Purchaser Indemnitee shall be entitled to participate assert any indemnification claim set forth in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Partyany Claim Notice) with counsel selected unless such Purchaser Indemnitee reasonably believes that a representation or warranty has been breached by the Indemnifying Party; provided Seller in a manner that (i) the Indemnifying Party provides the Indemnified Party notice of its election would entitle such Purchaser Indemnitee to assume the defense of such Third 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 will not be liable to the Indemnified Party indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld).V. (c) In order for an Indemnified Party Notwithstanding anything to the contrary contained in this Agreement, no Seller Indemnitee shall be permitted to deliver any Claim Notice (and none of the no Seller Indemnitee shall be entitled to assert any indemnification provided for claim set forth in any Claim Notice) unless such Seller Indemnitee reasonably believes that a representation, warranty or covenant has been breached by the Purchaser in a manner that would entitle such Seller Indemnitee to be indemnified under this Agreement other than Article V. (d) Notwithstanding anything to the contrary contained in respect ofthis Agreement, arising out of or involving if a Third Party Claim, such Indemnified Party Claim Notice shall deliver notice of such claim with reasonable promptness not have been delivered to the Indemnifying Party (including in such notice a brief description of the applicable claimsand, including damages sought or estimated, to the 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 if the Indemnifying Party has is the Seller, also to the Escrow Agent) prior to the Expiration Date, then such Claim Notice shall not be deemed to have been actually prejudiced as a result delivered and shall be of no force or effect. (e) Only the Purchaser itself shall be entitled to assert indemnification claims against the Seller under this Article V; any claim for indemnification by any other Purchaser Indemnitee must be asserted by the Purchaser on behalf of such failurePurchaser Indemnitee. Only the Seller's Representative (as defined below) shall be entitled to assert indemnification claims against the Purchaser under this Article V; any claim for indemnification by any Seller Indemnitee must be asserted by the Seller's Representative on behalf of such Seller Indemnitee.

Indemnification Claims. (a) In order A party entitled, or seeking to assert rights, to indemnification under this Article VI (an "Indemnified Party") shall give written notification to the party from whom indemnification is sought (an "Indemnifying Party") of the commencement of any suit or proceeding relating to a third party claim for an which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party to be entitled to any indemnification provided for under Section 7.1 of notice of such suit or 7.2 proceeding, and shall describe in respect of, arising out of or involving, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of the Third Party Claim reasonable detail (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 the facts constituting the basis for such suit or proceeding and the amount of the claimed damages; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of notice any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such Third failure. Within 20 days after delivery of such (b) In order to seek indemnification under this Article VI, an Indemnified Party Claim shall give written notification (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 has been actually prejudiced as which contains (i) a result 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 VI for such failure. ThereafterDamages and a reasonable explanation of the basis therefor, and (iii) (c) Within 20 days after delivery of a Claim Notice, the Indemnified Indemnifying Party shall deliver to the Indemnified Party a written response (the "Response") in which the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents received by Party shall: (i) agree that the Indemnified Party relating 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 6.3(d) for the resolution of such Third Party Claimdispute (a "Dispute"). (bd) The During the 60-day period following the delivery of a Response that reflects a Dispute, the Indemnifying Party will 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 entitled 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 participate 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 or oral) made in the defense thereof and, if it so chooses, to assume course of the defense thereof (at the sole cost and expense ADR Procedure by or on behalf of the Indemnifying Party) with counsel selected , 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 -34- 40 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; provided . (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 provides the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim NoticeParty, (ii) such Indemnified Party may subsequently make a claim for indemnification in accordance with the Indemnifying Party has the financial resources to pay damages that could reasonably be expected to arise from such Third Party Claimprovisions of this Article VI, 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have be reimbursed, in accordance with the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses provisions of such separate counsel shall be paid by the Indemnifying Partythis Article VI, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during such Damages for 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 conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject is entitled 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 VI (and shall be liable for the reasonable fees and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision subject to the Indemnifying Party right 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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 dispute the Indemnified Party's consent, the Indemnifying Party shall not consent entitlement to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect toindemnification, or settlethe amount for which it is entitled to indemnification, compromise or discharge, such Third Party Claim without under the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheldterms of this Article VI). (c) 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 to the Indemnifying Party (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); 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) In order for an Indemnified Party to be Notwithstanding the foregoing Sections 3.1 ---------------------- and 3.2, each party entitled to any indemnification provided for under this Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party Claim, (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party must notify has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party in writing of 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be liable for the reasonable fees and expenses of counsel incurred approved by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order(whose approval shall not unreasonably be withheld), injunction or other equitable relief or relief for other than money damages against and the Indemnified Party which may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party reasonably determines, after conferring with its counsel, canto give notice as provided herein shall not be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision to relieve the Indemnifying Party of records and information which are reasonably relevant its obligations under this Agreement unless the failure to give such Third Party Claim, and making employees available on a mutually convenient basis notice is materially prejudicial to provide additional information and explanation of any material provided hereunder. If the an Indemnifying Party chooses Party's ability to defend or prosecute any Third Party Claimsuch action and provided further, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or as to which the Indemnifying Party is asserting separate or different defenses, which defenses are inconsistent with the defenses of the Indemnified Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or (y) that which does not include as an unconditional term thereof the giving by each the claimant or plaintiff to such Indemnified Party of a release from all liability with in respect to such Third Party Claimclaim or litigation. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the No Indemnified Party shall not admit consent to entry of any liability with respect to, judgment or settle, compromise or discharge, such Third Party Claim enter into any settlement without the consent of each Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (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); 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) In order for If an Indemnified Party is of the opinion that it has or may have a right to be entitled to any indemnification provided for indemnification, compensation or reimbursement under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party this Agreement (an “Indemnification Claim”), such Indemnified Party must shall so notify the Indemnifying Party in writing a written notice (a “Claim Certificate”), prior to the expiration of the Third applicable Survival Period (if applicable): (i) stating that such Indemnified Party Claim has directly or indirectly suffered or incurred any Losses, or reasonably anticipates that it will directly or indirectly suffer or incur any Losses, for which it is entitled to indemnification, compensation or reimbursement under this Agreement; (including in such notice ii) a brief description of the applicable claims, including damages sought or estimated, in reasonable detail (to the extent actually known by the available to such Indemnified Party) within 20 Business Days after receipt by of the facts, circumstances or events giving rise to each item of Losses based on such Indemnified Party Party’s good faith belief thereof; and (iii) the basis for indemnification, compensation or reimbursement under this Agreement to which such item 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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 ClaimLosses is related. (b) The In the event that the Indemnifying Party will be entitled shall seek to participate contest any individual items of Losses set forth in a Claim Certificate, the defense thereof andIndemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after receipt of such Claim Certificate, if it so chooses, to assume the defense thereof (at the sole cost and expense which notice shall set forth a brief description in reasonable detail of the Indemnifying Party) with counsel selected by ’s basis for objecting to each item of Loss. In the Indemnifying Party; provided event that (i) the Indemnifying Party provides shall fail to object to any items of Loss set forth in a Claim Certificate within the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Noticeforegoing thirty-day period, (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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees deemed to have irrevocably agreed and expenses of counsel employed by the Indemnified Party 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 consented to give the Claim Notice as provided above). If the Indemnifying Party assumes such defenseindemnify, the Indemnified Party shall have the right to participate in the defense thereof compensate 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 conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by reimburse the Indemnified Party in defending respect of such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 items 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision pursuant to the Indemnifying Party terms 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)this Agreement. (c) 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 to the Indemnifying Party (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); 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) In order for If any Purchaser Indemnitee seeks indemnification under Article IX of the Purchase Agreement and makes a claim against the Escrow Amount with respect thereto, Purchaser shall deliver, in good faith, a written demand (an Indemnified Party “Indemnification Demand”) to be the Company and the Escrow Agent which contains (i) a description and the amount (the “Asserted Damages Amount”) of any Damages incurred by the Purchaser Indemnitee, (ii) a statement that Purchaser Indemnitee is 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, such Indemnified Party must notify the Indemnifying Party in writing Article IX of the Third Party Claim (including in Purchaser Agreement for such notice Damages and a brief description reasonable explanation of the applicable claimsbasis therefor, including damages sought or estimated, to and (iii) a demand for payment in 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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 ClaimAsserted Damages Amount. (b) The Indemnifying Party will be entitled Within forty-five (45) days after delivery of an Indemnification Demand to participate the Company, the Company shall deliver to Purchaser a written response (the “Response”) in the defense thereof and, if which it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that shall (i) agree that the Indemnifying Party provides the Indemnified Party notice of its election Purchaser Indemnitee is entitled to assume the defense of such Third Party Claim within 15 days of receipt receive all of the applicable Claim NoticeAsserted Damages Amount, (ii) agree that Purchaser Indemnitee is entitled to receive part, but not all, of the Indemnifying Party has Asserted Damages Amount (such portion, the financial resources to pay damages that could reasonably be expected to arise from such Third Party Claim, and “Agreed Portion”) or (iii) dispute that Purchaser Indemnitee is entitled to receive any of the Asserted Damages Amount. In the event that the Company does not deliver a Response within such counsel selected by forty-five (45) day period, the Indemnifying Party is reasonably satisfactory Company shall be deemed to have accepted the Indemnification Demand and agreed that the Asserted Damages Amount shall be promptly distributed from the Escrow Account to the Indemnified Party. Should Purchaser Indemnitee. (c) In the Indemnifying Party so elect event that the Company shall agree that the Purchaser Indemnitee is entitled to assume receive the defense of a Third Party ClaimAsserted Damages Amount or the Agreed Portion, the Indemnifying Party will not be liable Company and Purchaser shall direct the Escrow Agent to distribute such amount from the Escrow Account to the Indemnified Party under this Purchaser Indemnitee in accordance with Section 7.3 4(a)(i) hereof. In the event that the Company shall (i) dispute that the Purchaser Indemnitee is entitled to receive any of the Asserted Damages Amount, or (ii) agree that the Purchaser Indemnitee is entitled only to the Agreed Portion of the Asserted Damages Amount (“Disputed Claims”), for a period of forty-five (45) days from the receipt of the Response, the Company and Purchaser shall attempt in good faith to agree upon the rights of the respective parties with respect to the Disputed Claims. If the Company and Purchaser should so agree regarding the respective rights and/or settle the Disputed Claims, then the Company and Purchaser shall direct the Escrow Agent to distribute any legal expenses subsequently incurred by such amount from the Indemnified Party Escrow Account to the Purchaser Indemnitee in connection accordance with Section 4(a)(i) hereof. If the Company and Purchaser shall not agree regarding the respective rights and/or settle the Disputed Claims, then either the Company or Purchaser may initiate binding arbitration proceedings in the State and City of New York in accordance with the defense thereof other than reasonable costs Commercial Arbitration Rules then in effect of investigation or of assistance as contemplated by this Section 7.3; provided that the American Arbitration Association (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give the Claim Notice as provided above“AAA Rules”). If the Indemnifying Party assumes such defenseCompany and Purchaser fail to mutually select an arbitrator within five (5) Business Days following notice to the other party of the initiation of the arbitration proceeding, 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 then arbitration will be conducted by three arbitrators: one selected by the Indemnifying Party, it being understood that Company; one selected by Purchaser; and the Indemnifying Party third selected by the first two arbitrators. The Company and Purchaser shall control such defense. If agree to use all reasonable efforts to cause the Indemnifying Party assumes arbitration hearing to be conducted within seventy-five (75) days after the defense appointment of the Third Party Claim, it will be conclusively established for purposes mutually-selected arbitrator or the last of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. The indemnification required by Section 7.1 or 7.2three arbitrators, as the case may be, and to use all reasonable efforts to cause the decision of the arbitrator(s) to be furnished within ninety-five (95) days after the appointment of the mutually-selected arbitrator or the last of the three arbitrators, as the case may be. The Company and Purchaser shall further agree that discovery shall be made by prompt payments completed at least ten (10) days prior to the date of the amount thereof during the course arbitration hearing. The decision of the investigation or defensearbitrator(s) (the “Decision”) shall relate solely: (i) to the resolution of the Disputed Claims; and (ii) to the determination of the non-prevailing party as provided below. The Decision shall be furnished to the Company, as Purchaser and when bills are received or the indemnifiable Loss is incurred. If Escrow Agent in writing and shall constitute a conclusive determination of the Indemnifying Party chooses to defend or prosecute a Third Party Claimissue(s) in question, all the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (binding upon the Indemnifying Party's reasonable request) Company, Purchaser and the provision to the Indemnifying Party of records Purchaser Indemnitees 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheldcontested by any of them. The non-prevailing party in any arbitration shall pay the reasonable expenses (including attorneys’ fees) of the prevailing party, any additional reasonable fees and expenses (including reasonable attorneys’ fees) of the Escrow Agent, and the fees and expenses associated with the arbitration (including the arbitrators’ fees and expenses). For purposes of this Section 5(c), the non-prevailing party shall be determined solely by the arbitrator(s). (c) 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 to the Indemnifying Party (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); 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) In order An Indemnification Claim for Losses to be paid from the Escrow Fund pursuant to Article IX of the Merger Agreement may be made only if the Company delivers to the Shareholders' Representative (with a copy to the Escrow Agent) by the deadline for submitting such an Indemnification Claim under the Merger Agreement (the "INDEMNITY TERMINATION DATE") a Claim Notice that sets forth in reasonable detail the specific facts and circumstances giving rise to such claim and a good faith estimate of the dollar amount of the Losses for which the Indemnified Party to be claims it is 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, such Indemnified Party must notify pursuant to the Indemnifying Party in writing terms of the Third Party Claim Merger Agreement (including in such notice a brief description of the applicable claims"INDEMNIFICATION AMOUNT"). If, including damages sought or estimated, to the extent actually known within thirty (30) days following receipt by the Indemnified Party) within 20 Business Days after receipt by such Indemnified Party Shareholders' Representative of a Claim Notice, the Shareholders' Representative gives notice of such Third Party Claim (a "Claim NoticeCOUNTER 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 Company (with a copy to the Indemnifying Party has been actually prejudiced as Escrow Agent) disputing the applicable Indemnified Party's entitlement to indemnification with respect to the Indemnification Claim set forth in a result Claim Notice or disputing the estimate set forth in such Claim Notice of such failure. Thereafter, the dollar amount of the Losses for which the Indemnified Party shall deliver is entitled to indemnification pursuant to the Indemnifying Partyterms of the Merger Agreement, within 10 Business Days after the applicable Indemnified Party's receipt thereof, copies entitlement to indemnification with respect to the Indemnification Claim and the dollar amount of all notices and documents received by the Losses for which the Indemnified Party relating is entitled to such Third Party Claimindemnification pursuant to the terms of the Merger Agreement shall be resolved as provided in Section 2(c) below. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected If no Counter Notice is received by the Indemnifying Party; provided that Escrow Agent within such thirty (i30) day period, then the Indemnifying Party provides the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of Indemnification Amount claimed in 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel Notice shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively deemed established for purposes of this Agreement and Escrow Agreement, and, at the Purchase 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 foregoingend of such thirty (30) day period, the Indemnifying Party Escrow Agent shall not promptly deliver to the Company from the Escrow Fund shares of Company Common Stock with a Market Value (as defined below) as of the date of the Claim Notice equal to the Indemnification Amount as claimed in the Claim Notice. The shares of Company Common Stock so delivered to the Company from the Escrow Fund shall be entitled to assume disbursed from the defense shares of Company Common Stock of the Former Shareholders included in the Escrow Fund proportionally in accordance with their respective Pro Rata Percentages. The "MARKET VALUE" of a share of Company Common Stock as of any Third Party Claim (and day shall be liable for equal to average of the reasonable fees and expenses of counsel incurred by Company Stock Prices over the Indemnified Party in defending such Third Party Claim) ten consecutive NASDAQ trading days (or, if the Third Party Claim seeks an orderCompany Common Stock is not traded on the NASDAQ National Market, injunction such number of trading days on any other exchange or other equitable relief or relief for other than money damages against the Indemnified Party market on which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. The indemnification required by Section 7.1 or 7.2, as Company Common Stock is then trading) ending on and including 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 the parties hereto reasonably necessary for second full trading day preceding such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)day. (c) 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 to the Indemnifying Party (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); 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) In order for an Indemnified Party The Buyer shall give written notification to be entitled to the Indemnity Participant of the commencement of any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party ClaimAction it seeks indemnification for. Such notification shall be given as promptly as reasonably practicable, such Indemnified Party must notify the Indemnifying Party and in writing of 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) any event within 20 Business Days [**] after receipt by such Indemnified Party the Buyer of notice of such Third Party Claim Action and shall describe in reasonable detail (a "Claim Notice"); provided that to the extent then known by the Buyer) the facts constituting the basis for such Third Party Action and the amount of the claimed damages. No delay or failure to give such notification on the part of the Buyer in so notifying the Indemnity Participant shall not affect relieve the indemnification provided under Section 7.1 or 7.2 Indemnity Participant of any Liability hereunder except to the extent the Indemnifying Party has been actually prejudiced as a result of any Liability caused by or arising out of such failuredelay or failure or to the extent the Indemnity Participant is materially prejudiced thereby. ThereafterWithin [**] after delivery of such notification, the Indemnified Party shall deliver Indemnity Participant may, upon written notice thereof to the Indemnifying PartyBuyer, within 10 Business Days after the Indemnified Party's receipt thereof, copies assume control of all notices and documents received by the Indemnified Party relating to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 Action with counsel selected by the Indemnifying Party is reasonably satisfactory to the Buyer (such consent not to be unreasonably withheld, conditioned, or delayed) and the Buyer shall reasonably cooperate with the Indemnity Participant in connection therewith (at the Indemnity Participant’s expense with respect to any reasonable, documented, out-of-pocket expenses incurred by the Buyer), subject to the following conditions: (i) With respect to [**] Indemnity Matters, the defense shall be controlled by [**] so long as (x) the Indemnity Participant acknowledges in writing to the Buyer that any damages, fines, costs or other Liabilities that may be assessed against the Buyer in connection with such Third Party Action constitute Damages for which the Buyer shall be indemnified pursuant to this Article VIII; and (y) such Third Party Action does not assert material equitable or other non-monetary relief (other than preventing or rescinding the consummation of the transactions contemplated by this Agreement) against a Buyer Indemnified Party that cannot be separated from the underlying Claim for Damages); and (ii) With respect to indemnification claims that are not [**]Indemnity Matters, the Indemnity Participant may only assume control of such defense if: (A) it acknowledges in writing to the Buyer that any damages, fines, costs or other Liabilities that may be assessed against the Buyer in connection with such Third Party 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 (as determined by the Indemnity Participant, acting reasonably) 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, (C) the Third Party Action does not involve Intellectual Property, Taxes (except as provided in Section 6.11(d)), any Governmental Entity as a party or criminal liability; (D) the Third Party Action does not involve a claim in which equitable or other non-monetary relief is sought against a Buyer Indemnified Party. Should ; or (E) the Indemnifying Buyer does not determine, based on advice from outside counsel made available to the Indemnity Participant (unless subject to attorney-client privilege, in which case, outside counsel shall provide written confirmation to the Indemnity Participant that it has made such determination), that there are issues that raise actual or potential conflicts of interest between the Company Participants (or the Indemnity Participant) and the Buyer Indemnified Party with respect to the defense of such Third-Party Claim, or the Buyer Indemnified Party has different or additional defenses available to it. (iii) For the avoidance of doubt, notwithstanding the immediately preceding proviso, the Indemnity Participant may assume the defense of any such Third Party Action with the prior written consent of the Buyer in its sole discretion. (iv) If the Indemnity Participant does not, or is not permitted under the terms hereof to, so elect to assume control of the defense of a Third Party ClaimAction, the Indemnifying Buyer shall control such defense. The Non-controlling Party will not be liable to may participate in such defense at its own expense. The Controlling Party shall keep the Indemnified Non-controlling Party under this Section 7.3 for any legal expenses subsequently incurred by advised of the Indemnified status of such Third Party in connection with 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, complaint or other than reasonable costs 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 investigation or such Third Party Action. The fees and expenses of assistance as contemplated by counsel to the Buyer with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if the Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 7.3; 8.2(a). (v) If the Indemnity Participant is the Controlling Party, the Indemnity Participant shall not, without the without the prior written consent of the Buyer (which shall not be unreasonably withheld, conditioned or delayed), (x) agree to any settlement of any Third Party Action, unless such settlement: (I) involves only the payment of money damages born solely by the Indemnity Participant, and does not impose an injunction or other equitable relief on any Buyer Indemnified Party, (II) does not include any admission of wrongdoing or violation of Law on the part of any Buyer Indemnified Party and (III) includes a customary release (which may be a mutual release in the case of a [**] Indemnity Matter or, if reasonably acceptable to the Buyer, other indemnified matters) of the Buyer Indemnified Parties from all Liability with respect to the Third Party Action and customary confidentiality obligations (which may be mutual obligations, so long as any such obligations binding a Buyer Indemnified Party are subject to customary exceptions for disclosure required to comply with applicable Law (including stock exchange rules) and the requirements of any Legal Proceeding or other governmental inquiry) with respect to the substance of such settlement or (y) agree to the entry of any judgment arising from any Third Party Action. (vi) Except as provided in Section 8.2(e), in the event that the Buyer is the Controlling Party and the Buyer determines to settle or resolve any Third Party Action, the Buyer shall seek the consent of the Indemnity Participant to such settlement (1which shall not be unreasonably withheld, conditioned or delayed). If the Indemnity Participant has consented to such settlement (which consent with respect to non-[**] Indemnity Matters shall be deemed to have been given unless the Indemnity Participant shall have objected within [**] after confirmed receipt of a written request for such consent by the Buyer expressly notifying the Indemnity Participant and the recipients set forth on Schedule 8.2(c)) that, if the Indemnity Participant does not respond to the request within [**], the Indemnity Participant will be deemed to have consented to the settlement), then the existence and amount of indemnifiable Damages, subject to the limitations set forth in this Article VIII applicable to the underlying matter, shall be determinative and binding upon the Indemnity Participant and the Indemnity Participant shall not have any power or authority to object to recovery by or on behalf of any Buyer Indemnified Party reasonably determinesfor any Damages claimed with respect to such settlement. If the Indemnity Participant has not consented to such settlement, after conferring then the Buyer shall not enter into such settlement unless, except with its counselrespect to [**] Indemnity Matters (which shall not be entered into without the Indemnity Participant’s express written consent) the amount of such settlement exceeds the then remaining Indemnity Escrow Fund by at least $[**], that it is advisable for in which case the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, Buyer may enter such settlement without consent and the Indemnified Party Indemnity Participant shall have the right to employ counsel dispute the applicable Buyer Indemnified Party’s entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Article VIII. For the avoidance of doubt, the terms and provisions of Section 6.11(d) shall control in the case of any Tax Contest and not this Section 8.2(a). (limited b) In order to one law firm) to represent it and in that event seek indemnification under this Article VIII, the fees and expenses of such separate counsel Buyer shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give the deliver a Claim Notice as to the Indemnity Participant. (c) Within [**] after delivery of a Claim Notice in accordance with Section 11.1 (provided above). If the Indemnifying Party assumes such defensethat, 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 conclusively established for purposes of this Agreement Section 8.2(c), such notice must also be delivered via email to the recipients set forth on Schedule 8.2(c)), the Indemnity Participant shall deliver to the Buyer a Response, in which the Indemnity Participant shall either: (i) agree that the Buyer Indemnified Parties are entitled to receive all of the Claimed Amount (in which case within [**] following delivery of the Response the Indemnity Participant and the Purchase Agreement Buyer shall deliver a written notice executed by both parties instructing the Escrow Agent to disburse to the Buyer Indemnified Parties from the Indemnity Escrow Fund an amount in cash equal to the Claimed Amount), (ii) agree that the claims made Buyer Indemnified Parties are entitled to receive the Agreed Amount (in which case within [**] following delivery of the Response the Indemnity Participant and the Buyer shall deliver a written notice executed by both parties instructing the Escrow Agent to disburse to the Buyer Indemnified Parties from the Indemnity Escrow Fund an amount in cash equal to the Agreed Amount) or (iii) dispute that Third the Buyer Indemnified Parties are entitled to receive any of the Claimed Amount. The Indemnity Participant may also make reasonable requests for additional documentation and supporting evidence of the Damages identified in the Claim Notice, to the extent such material is in the Buyer’s possession and not subject to any legal privilege or confidentiality restrictions under Contract or applicable Law. Absent an express agreement to the contrary, acceptance by the Buyer Indemnified Parties of partial payment of any Claimed Amount shall be without prejudice to the Buyer Indemnified Parties’ right to claim the balance of any such Claimed Amount. (d) Subject to Sections 1.5(i) and 1.7(e), any Dispute shall be resolved in accordance with Section 11.13. If the Buyer seeks to enforce the claim that is the subject of the Dispute pursuant to the Escrow Agreement, the Indemnity Participant and the Buyer shall deliver to the Escrow Agent, promptly (and in any event within [**]) 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 Indemnity 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 8.2, if a customer or supplier asserts (other than by means of a lawsuit) that any Buyer Indemnified Party Claim are within the scope and subject 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 this Article 7. Notwithstanding VIII, and the foregoingBuyer reasonably determines that the Buyer Indemnified Parties have a valid business reason to fulfill such obligation, then (i) the Indemnifying Party Buyer Indemnified Parties shall not be entitled to assume satisfy such obligation, without prior notice to or consent from the defense Indemnity Participant, (ii) the Buyer Indemnified Parties may subsequently make a claim for indemnification in accordance with the provisions of any Third Party Claim this Article VIII, and (and iii) the Buyer Indemnified Parties shall be liable reimbursed, in accordance with the provisions of this Article VIII, for any such Damages for which they are entitled to indemnification pursuant to this Article VIII (subject to the reasonable fees and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 right of the amount thereof during Indemnity Participant, to dispute the course of the investigation or defenseapplicable Buyer Indemnified Party’s entitlement to indemnification, as and when bills are received or the indemnifiable Loss amount for which it is incurred. If entitled to indemnification, under the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision to the Indemnifying Party terms 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheldthis Article VIII). (c) 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 to the Indemnifying Party (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); 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) In order for Upon receipt by a Party from whom indemnification is being sought pursuant to Section 9.1 (an “Indemnifying Person”) of a certificate signed by any officer (an “Officer’s Certificate”) of a Purchaser Indemnified Party Person or a Seller Indemnified Person (an “Indemnified Person”) stating that Damages exist with respect to be entitled to any the indemnification provided for under Section 7.1 or 7.2 in respect of, arising out obligations of or involving, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party Person set forth in writing Section 9.1, which Officer’s Certificate shall be delivered to the Indemnifying Person within thirty (30) days after an officer of the Third Party Claim Indemnified Person becomes aware of the relevant Damages or the occurrence of the event giving rise to such Damages (including in provided that any failure to timely deliver 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 an Indemnified Person’s rights hereunder except to the extent the Indemnifying Party has been actually Person was prejudiced as a result by such failure), and specifying in reasonable detail the individual items of such failure. ThereafterDamages included in the amount so stated, the date each such item was paid, or properly accrued or arose, and the nature of the misrepresentation, breach of warranty, covenant or claim to which such item is related (specifying the Section(s) or subsection(s) of this Agreement so breached), (i) in the case of Damages suffered by a Purchaser Indemnified Party shall deliver Person, Purchaser shall, subject to the Indemnifying Partyprovisions of this Section 9 (including the set off rights in Section 9.1(h)), within 10 Business Days after be entitled to set off against the Indemnified Party's receipt thereof, copies Holdback Amount or any Seller Participation Payment owed by Purchaser a portion of all notices and documents received by the Indemnified Party relating Holdback Amount or such Seller Participation Payment having a value equal to such Third Party ClaimDamages, and such amount shall no longer be payable to Seller, and (ii) in the case of Damages suffered by a Seller Indemnified Person, Seller shall, subject to the provisions of this Section 9, be entitled to receive an amount in cash equal to such Damages. (b) The Indemnifying Party will be entitled Person shall have a period of thirty (30) days from and after delivery of any Officer’s Certificate to participate deliver to the Indemnified Person a response, in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of which the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that Person shall: (i) the Indemnifying Party provides agree that the Indemnified Party notice of its election Person is entitled to assume the defense of such Third Party Claim within 15 days of receipt receive all of the applicable Claim Notice, requested Damages or (ii) the Indemnifying Party has the financial resources to pay damages dispute 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it Person is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 receive the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)requested Damages. (c) In order for an If the Indemnifying Person disputes any claim or claims made in any Officer’s Certificate, the Indemnified Party Person shall have thirty (30) days to be entitled respond in a written statement to the objection of the Indemnifying Person. If after such thirty (30) day period there remains a dispute as to any indemnification provided claims, the Indemnified Person and the Indemnifying Person shall attempt in good faith for under this Agreement other than in thirty (30) days to agree upon the rights of the respective Parties with respect of, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice to each of such claim with reasonable promptness to the Indemnifying Party (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); 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) In order for an The Indemnified Party shall give written notification to 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, such Indemnified Party must notify the Indemnifying Party in writing of the Third commencement of any Third-Party Claim Action that the Indemnified Party expects may result in a claim for indemnification pursuant to this Article VII. For purposes of this Agreement, (including i) “Indemnifying Party” shall mean (A) in such notice the case of a brief description claim for indemnification by the Buyer, the Company Equityholder Representative on behalf of the Company Equityholders (except for provisions relating to an obligation to make or a right to receive any payments) and (B) in the case of a claim for indemnification by any Company Equityholder, the Buyer and (ii) “Indemnified Party” shall mean (A) in the case of a claim for indemnification against the Buyer, the Company Equityholder Representative on behalf of the applicable claimsCompany Equityholder or Company Equityholders (except for provisions relating to an obligation to make or a right to receive any payments) and (B) in all other cases, including damages sought or estimatedthe Buyer. Such notification shall be given within twenty (20) calendar days after receipt by the Indemnified Party of notice of such Third-Party Action, and shall describe in reasonable detail (to the extent actually known by the Indemnified Party) within 20 Business Days after receipt by the facts constituting the basis for such Third-Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying 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 any liability or 7.2 obligation hereunder except to the extent the Indemnifying Party has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred damage or liability caused 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (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); 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) In order for to seek indemnification under this Section 6, a Person entitled to indemnification under Section 6.2 or Section 6.3 (an "Indemnified Party Party") will deliver, in good faith, a written demand (an "Indemnification Demand") to Seller (in the case of Indemnification Demands from a Buyer Indemnitee) or Buyer (in the case of Indemnification Demands from a Seller Indemnitee) which contains (i) a description and the amount (the "Asserted Damages Amount") of any Damages incurred or reasonably expected to 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, such Indemnified Party must notify the Indemnifying Party in writing of 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 incurred 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third Party Claim within 15 days of receipt of the applicable Claim Notice, (ii) a statement that the Indemnifying Indemnified Party has is entitled to indemnification under this Section 6 for such Damages and a reasonable explanation of the financial resources to pay damages that could reasonably be expected to arise from such Third Party Claimbasis therefor, and (iii) a demand for payment in the amount of such counsel selected by Damages. Within 30 days after delivery of an Indemnification Demand to Seller or Buyer (as the Indemnifying Party is reasonably satisfactory case may be), such party will deliver to the Indemnified Party. Should other of such parties a written response (the Indemnifying Party so elect to assume "Response") in which the defense of a Third Party Claim, party providing the Indemnifying Party will not be liable to Response will: agree that the Indemnified Party under this Section 7.3 for any legal expenses subsequently incurred by is entitled to receive all of the Indemnified Party Asserted Damages Amount (in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided that which case: (1A) if the Indemnified Party reasonably determinesis a Buyer Indemnitee, after conferring then such Buyer Indemnitee will recover the Asserted Damages Amount in accordance with its counsel, that it is advisable for Section 6.5 above; or (B) if the Indemnified Party is a Seller Indemnitee, then Buyer will pay to be represented by separate counsel due such Seller Indemnitee cash equal to actual or potential conflicts the Asserted Damages Amount (in either case, subject to the limitations of interest, Section 6.4); agree that the Indemnified Party shall have is entitled to receive part, but not all, of the right to employ counsel Asserted Damages Amount (limited to one law firmsuch portion, the "Agreed Portion of Damages") to represent it and (in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and which case: (2A) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by if the Indemnified Party for any period during which is a Buyer Indemnitee, then such Buyer Indemnitee will recover the Indemnifying Party has not assumed the defense thereof Agreed Portion of Damages in accordance with Section 6.5 above; or (other than during any period in which B) if the Indemnified Party shall have failed is a Seller Indemnitee, then Buyer will pay to give such Seller Indemnitee cash equal to the Claim Notice as provided aboveAgreed Portion of Damages (subject to the limitations of Section 6.4); or dispute that the Indemnified Party is entitled to receive any of the Asserted Damages Amount. If the party providing a Response pursuant to Section 6.7(B) will (i) dispute that the Indemnified Party is entitled to receive any of the Asserted Damages Amount, or (ii) agree that the Indemnified Party is entitled to only the Agreed Portion of Damages, Seller and Buyer will attempt in good faith to agree upon the rights of the respective parties with respect to each of the indemnification claims that comprise the Asserted Damages Amount (or the portion of the Asserted Damages Amount not comprising the Agreed Portion of Damages). If the Indemnifying Party assumes Seller and Buyer should so agree, a memorandum setting forth such defenseagreement will be prepared and signed by both such Parties. If no such agreement can be reached after good faith negotiation within 60 days after delivery of a Response, the Indemnified Party shall have the right to participate either Buyer or Seller may demand arbitration of any matter set forth in the defense thereof and to employ counselapplicable Indemnification Demand, 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 which arbitration will be conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject to indemnification conducted pursuant to this Article Section 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (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); 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) In order for If an Indemnified Party is of the opinion that it has or may have a right to be entitled to any indemnification provided for indemnification, compensation or reimbursement under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party this Agreement (an “Indemnification Claim”), such Indemnified Party must shall so notify the Indemnifying Party in writing a written notice (a “Claim Certificate”), prior to the expiration of the Third applicable Survival Period (if applicable): (i) stating that such Indemnified Party Claim has directly or indirectly suffered or incurred any Losses, or reasonably anticipates that it will directly or indirectly suffer or incur any Losses, for which it is entitled to indemnification, compensation or reimbursement under this Agreement; (including in such notice ii) a brief description of the applicable claims, including damages sought or estimated, in reasonable detail (to the extent actually known by the available to such Indemnified Party) within 20 Business Days after receipt by of the facts, circumstances or events giving rise to each item of Losses based on such Indemnified Party Party’s good faith belief thereof; and (iii) the basis for indemnification, compensation or reimbursement under this Agreement to which such item 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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 ClaimLosses is related. (b) The In the event that the Indemnifying Party will be entitled shall seek to participate contest any matter set forth in a Claim Certificate, the defense thereof andIndemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after receipt of such Claim Certificate, if it so chooses, to assume the defense thereof (at the sole cost and expense which notice shall set forth a brief description in reasonable - 74 - detail of the Indemnifying Party) with counsel selected by ’s basis for objecting to such matter. In the Indemnifying Party; provided event that (i) the Indemnifying Party provides shall fail to object to any matter set forth in a Claim Certificate within the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Noticeforegoing thirty (30)-day period, (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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees deemed to have irrevocably agreed and expenses of counsel employed by the Indemnified Party 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 consented to give the Claim Notice as provided above). If the Indemnifying Party assumes such defenseindemnify, the Indemnified Party shall have the right to participate in the defense thereof compensate 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 conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by reimburse the Indemnified Party in defending respect of such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 items 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision pursuant to the Indemnifying Party terms 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)this Agreement. (c) 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 to the Indemnifying Party (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); 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. In the event that any indemnified party (athe “Indemnified Party”) In order becomes aware of any claim or demand for which an indemnifying party (an “Indemnifying Party”) may have liability to such Indemnified Party to 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 hereunder (an “Indemnification Claim”), such Indemnified Party must shall, prior to the expiration of any applicable survival period set forth in this agreement, notify the Indemnifying Party in writing of such Indemnification Claim, the Third Party Claim amount or the estimated amount of damages sought thereunder to the extent then ascertainable (including in such notice a brief description which estimate shall not be conclusive of the applicable claimsfinal amount of such Indemnification Claim), including damages sought or estimatedand, to the extent actually known by practicable, any other material details pertaining thereto (a “Claim Notice”). Notwithstanding anything to the contrary in this Agreement, each Indemnified Party’s right to institute any legal action or proceeding against any Indemnifying Party with respect to an Indemnification Claim (each, a “Legal Action”) within 20 Business Days after receipt by shall be expressly conditioned upon: (a) such Indemnified Party having delivered a Claim Notice to such Indemnifying Party within the Survival Period (the “Notice Date”), and (b) such Indemnified Party having commenced such Legal Action (by appropriate filing with a court 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 competent jurisdiction) prior to the extent date which is 2 years and 1 day following the Indemnifying Closing Date. Each of Buyer (for itself and on behalf of the Buyer-Related Entities) and Seller (for itself and on behalf of the Seller-Related Entities) hereby acknowledges and agrees that any Indemnification Claim, and any Legal Action that may be brought pursuant to such Indemnification Claim, for which an Indemnified Party has fails to satisfy the foregoing conditions precedent shall be deemed to have been actually prejudiced as a result of waived, and such failure. Thereafter, the Indemnified Party shall deliver be deemed to 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 have released such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 Indemnification Claim. If In the Indemnifying Party shall have assumed event that the defense foregoing limitation on the period for bringing a Legal Action is held to be in violation of a Third Party Claim, the Indemnified Party shall not admit any liability with respect toapplicable Texas law, or settleis otherwise held to be invalid or unenforceable, compromise or dischargethen, to the maximum extent permitted by applicable law, such Third Party Claim without deadline shall be automatically deemed extended to the Indemnifying Party's prior written consent (which consent earliest date permitted under applicable law, and shall not be unreasonably withheld). (c) In order for an Indemnified Party extended 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 align with reasonable promptness the statutory limitations period applicable to the Indemnifying Party (including claim in such notice a brief description of the applicable claims, including damages sought or estimated, to the 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 failurequestion.

Indemnification Claims. (a) In order for Subject to the limitations set forth in Section 5.4, if an Indemnified Party wishes to be entitled to any make an indemnification provided for claim (a “Claim”) under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party Claimthis Article V, such Indemnified Party must notify shall deliver a written notice (a “Claim Notice”) on or prior to the Indemnifying applicable Expiration Date to the Xxxx Group (i) stating that an Indemnified Party has paid, incurred, suffered or sustained, or reasonably anticipates that it may pay, incur, suffer or sustain Losses, and (ii) describing the Claim. Parent may update a Claim Notice from time to time to reflect any new information discovered with respect to the claim set forth in such Claim Notice. (b) If the Xxxx Group shall not object in writing within the thirty (30) day period after receipt of a Claim Notice (the Third Party Claim (including in such “Objection Period”) by delivery of a written notice of objection containing a brief reasonably detailed description of the applicable claims, including damages sought or estimated, facts and circumstances supporting an objection to the extent actually known applicable Claim (an “Objection Notice”), such failure to so object shall be an irrevocable acknowledgment by the Xxxx Group that the Indemnified PartyParty is entitled to the full amount of the claim for Losses set forth in such Claim Notice. In such event, Parent shall be entitled to recover as set forth in Section 5.4(c). (c) In the event that the Xxxx Group shall deliver an Objection Notice in accordance with Section 5.5(b) within 20 Business Days the Objection Period, the Xxxx Group and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to the applicable Claim within the thirty (30) day period following delivery of such Objection Notice (the “Dispute Period”). If the Xxxx Group and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and Parent shall be entitled to recover such Losses as set forth in Section 5.4(c). (d) If no agreement can be reached with respect to the amount of Losses with respect to a Claim after receipt good faith negotiation and prior to the end of the Dispute Period: (i) with respect to any portion thereof to which the parties do not dispute, then (A) a memorandum setting forth the parties agreement with respect to such portion shall be prepared and signed by both parties and Parent shall be entitled to recover such Indemnified Losses as set forth in Section 5.4(c); and (ii) with respect to any portion thereof to which the parties continue to dispute, such dispute shall be resolved in accordance with the terms of this Agreement. (e) In the event Parent becomes aware of a third party claim (a “Third Party of notice Claim”) which Parent reasonably believes may result in a demand for indemnification pursuant to this Article V, Parent shall notify the Xxxx Group of such Third Party Claim (a "it being understood that no delay in providing such notice shall prejudice Parent’s rights under this Article V). The Xxxx Group shall be entitled, at its expense, to participate in, and subject to the limitations set forth in this Section 5.5(e), shall be entitled to determine and conduct, the defense of such Third Party Claim, including any Third Party Claim Notice")for Pre-Closing Income Taxes; provided that, subject to the limitations set forth in Section 5.4 the Xxxx Group shall be fully responsible for all liabilities relating to such claim for indemnification up to the limits set forth herein and that failure they will provide full indemnification to give the Indemnified Party with respect to such notification Action or other claim giving rise to such claim for indemnification hereunder; provided further that the Xxxx Group shall not affect the indemnification provided under Section 7.1 or 7.2 except be entitled to the extent the Indemnifying Party has been actually prejudiced as a result assume control of such failuredefense if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the claim seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party reasonably believes that the Losses relating to such claim could exceed the maximum amount that the Indemnified Party could then be entitled to recover under the applicable provisions of this Article V, or (iv) the claim, in the reasonable judgment of Parent, would be likely to have a material and adverse effect on the business, operations, financial or other condition of Bioventus and its Subsidiaries (including the Company). ThereafterIf the Xxxx Group shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 5.5(e), (i) the Xxxx Group shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim or ceasing to defend such Third Party Claim and (ii) the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 to employ separate counsel of its choice and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with at its counsel, cannot be separated from any 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 the parties hereto reasonably necessary own expense for such defense purpose. Whether or prosecution shall reasonably cooperate in not the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 Xxxx Group assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, settle, compromise or discharge, or offer to settle, compromise or discharge, such Third Party Claim without first consulting with the Indemnifying Party's prior Xxxx Group and obtaining the Xxxx Group’s written consent (which such consent shall not to be unreasonably withheld, conditioned or delayed). (c) . In order for an Indemnified Party to be entitled the event that the Xxxx Group has consented to any indemnification provided for such settlement, the Xxxx Group shall have no power or authority to object under any provision of this Agreement other than Article V to the amount of any Claim by Parent in respect ofof such Third Party Claim; provided, arising out however, that such settlement and any resulting Losses shall be subject to all of or involving a the limitations contained in this Article V. In the event that the Xxxx Group does not consent to any such settlement, and the Indemnified Parties wish to seek indemnification hereunder in respect of such Third Party Claim, then the Indemnified Parties shall make such Indemnified Party shall deliver notice of such claim with reasonable promptness indemnification claims pursuant to the Indemnifying Party (including procedures set forth in such notice a brief description of the applicable claims, including damages sought or estimated, to the extent actually known by the Indemnified Party); provided that failure to give such notification shall not affect the indemnification provided under this Section 7.1 or 7.2 except to the extent the Indemnifying Party has been actually prejudiced as a result of such failure5.5.

Indemnification Claims. (a) In order for any Buyer Indemnitee or Seller Indemnitee (such Person, an “Indemnified Party”) to seek indemnification under this Section 5, Buyer (if the Indemnified Party is any Buyer Indemnitee) or Seller (if the Indemnified Party is any Seller Indemnitee) shall deliver in good faith, a written demand (an “Indemnification Demand”) to the other parties against whom the claim for indemnification is being made (the “Indemnifying Party”) that contains (i) a description and the amount if known and/or determined (the “Asserted Losses Amount”) of any Losses incurred or reasonably expected to 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, such Indemnified Party must notify the Indemnifying Party in writing of 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 incurred by the Indemnified Party, (ii) within 20 Business Days after receipt by such a statement that the Indemnified Party is entitled to indemnification under this Section 5 for such Losses and a reasonable explanation of notice the basis therefor (the “Claim”), and (iii) a demand for payment in the amount of such Third Party Claim Losses (a "Claim Notice"); provided that failure to give such notification shall not affect if then known) from the indemnification provided under Section 7.1 or 7.2 except Indemnifying Party. (b) Within twenty (20) days after delivery of an Indemnification Demand to the extent Indemnifying Party, the Indemnifying Party has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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. a written response (bthe “Response”) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof shall: (other than during any period in which i) agree that the Indemnified Party shall have failed is entitled to give receive all of the Claim Notice as provided above). If the Indemnifying Party assumes such defense, Asserted Losses Amount; (ii) agree that the Indemnified Party shall have the right is entitled to participate in the defense thereof and to employ counselreceive part, at its own expense (except as otherwise provided herein)but not all, 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 conclusively established for purposes of this Agreement and the Purchase 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 foregoingAsserted Losses Amount (such portion, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim “Agreed Portion”); or (and shall be liable for the reasonable fees and expenses of counsel incurred by iii) dispute that 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from is entitled to receive any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)Asserted Losses Amount. (c) 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 to If the Indemnifying Party (including in such notice a brief description i) disputes that the Indemnified Party is entitled to receive any of the applicable claimsAsserted Losses Amount, including damages sought or estimated, to the extent actually known by (ii) agrees that the Indemnified Party); provided that failure Party is entitled to give only the Agreed Portion of the Asserted Losses Amount, the Indemnified Party(ies) and Indemnifying Party(ies) shall attempt in good faith to resolve the matters asserted in the Indemnification Demand. If no such notification agreement can be reached after good faith negotiation within sixty (60) days after delivery of a Response, the matter shall not affect be resolved in accordance with the indemnification provided under provisions of Section 7.1 or 7.2 except to the extent the Indemnifying Party 6.6 hereof. (d) For purposes of this Section 5 in determining whether there has been actually prejudiced as any inaccuracy in or breach of any representation or warranty and the amount of any Losses that are the subject matter of a result of such failureClaim, each representation and warranty shall be read without regard to and without giving effect to any materiality qualifications contained therein (including without limitation the terms “material”, “Material Adverse Effect” or any similar terms).

Indemnification Claims. (a) In order for an Indemnified Party Parent may at any time, or from time to be entitled to any indemnification provided for under Section 7.1 or 7.2 in respect oftime, arising out during the period from and after the date of or involvingthis Agreement until 5:00 p.m. eastern time on the Indemnification Expiration Date, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying PartyEscrow Agent and the Company Shareholders’ Representative written notice (an “Indemnification Notice”) asserting that one or more Parent Indemnified Parties are entitled to indemnification under Article IX of the Stock Purchase Agreement, within 10 Business Days after which Indemnification Notice shall state in reasonable detail, the Indemnified Party's receipt thereof, copies basis and the number or amount of all notices and documents received by the Indemnified Party relating Escrowed Assets subject to such Third Party Claimindemnification claim (the “Claimed Amount”). (b) The Indemnifying Party will be entitled If, within thirty (30) days after receipt by the Escrow Agent and the Shareholders’ Representative of an Indemnification Notice (the “Dispute Period”), the Escrow Agent receives written notice (a “Dispute Notice”) from the Company Shareholders’ Representative that a dispute exists with respect to participate any indemnification claim set forth in such Indemnification Notice, which Dispute Notice shall state the defense thereof and, if it so chooses, to assume basis of such dispute and the defense thereof (at the sole cost and expense portion of the Indemnifying PartyClaimed Amount as to which no dispute exists (the “Undisputed Claimed Amount”), then the Escrow Agent shall: (i) with counsel selected by not more than five (5) Business Days thereafter, disburse to Parent the Indemnifying PartyUndisputed Claimed Amount; provided that and (ii) retain the disputed portion of the Claimed Amount until the first to occur of (i) the Indemnifying Party provides date on which the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Notice, Escrow Agent receives Joint Instructions with respect thereto and (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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during date on 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 conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks Escrow Agent receives an order, injunction Arbitration Award or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 Court Order with respect to such Third Party Claim. If disputed portion of the Indemnifying Party shall have assumed Claimed Amount, and thereafter the defense of a Third Party ClaimEscrow Agent shall, subject to Section 3.6, distribute such Escrowed Assets in the Indemnified Party shall not admit any liability with respect toamounts, to the Persons and in the manner set forth in such Joint Instructions, Arbitration Award or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)Court Order. (c) In order for an Indemnified Party If the Company Shareholders’ Representative does not deliver a Dispute Notice pursuant 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 Section 3.2(b) prior to the Indemnifying Party (including in such notice a brief description expiration of the applicable claimsDispute Period, including damages sought or estimatedthe Escrow Agent shall, not more than five (5) Business Days after the expiration of the Dispute Period, disburse to Parent the 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 failurefull Claimed Amount.

Indemnification Claims. (a) In order for If an Indemnified Party determines that it may have a right to 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 this Agreement (an “Indemnification Claim, such Indemnified Party must notify the Indemnifying Party in writing of 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall so notify the Indemnifying Party in a written notice (a “Claim Certificate”) promptly after such determination, and prior to the expiration of any applicable Survival Period (if applicable), stating that the Indemnified Party has directly paid or incurred Losses for which it is claiming indemnification under this Agreement, or that it reasonably expects to incur such Losses, describing the claim in reasonable detail, including (to the extent known) the facts, circumstances or events giving rise to the claim, the nature of the misrepresentation, default, breach of warranty or breach of covenant to which the claim is related, and indicating the estimated amount, if reasonably practicable, of each item of Loss. The failure to deliver notice such Claim Certificate promptly shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such claim with reasonable promptness failure, or except if a Claim Certificate describing an item of Loss is not delivered to the Indemnifying Party in accordance with this Section 7.4(a) prior to the expiration of the Survival Period applicable to such item, in which case the Indemnified Party shall not be entitled to recovery with respect to such item. (including b) In the event that the Indemnifying Party shall seek to contest any individual items of Losses set forth in a Claim Certificate, the Indemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after delivery to the Indemnifying Party of such Claim Certificate, which notice shall set forth a brief description in reasonable detail of the Indemnifying Party’s basis for objecting to each item of Loss (the “Objection Notice”). In the event that the Indemnifying Party shall fail to object to one or more items of Loss set forth in a Claim Certificate within the foregoing thirty (30) day period, and such Claim Certificate has been delivered prior to the expiration of any applicable Survival Period (if applicable), the Indemnifying Party shall be deemed to have irrevocably agreed and consented to indemnify the Indemnified Party in respect of such items of Loss pursuant to the terms of this Agreement. No Indemnified Party shall have any right to indemnification under this Article VII with respect to any breach of any representation, warranty, covenant or other agreement of an Indemnifying Party unless a Claim Certificate with respect to the resulting Losses is delivered to the Indemnifying Party prior to the expiration of the applicable claims, including damages sought or estimated, Survival Period. (c) In the event that the Indemnified Party shall fail to dispute any objections to an item of Loss contested in an Objection Notice in writing and in accordance with Section 10.13(b) within thirty (30) days after delivery to the extent actually known by Indemnified Party of the Objection Notice, the Indemnified Party); provided that failure Party shall be deemed to give such notification shall not affect the indemnification provided under Section 7.1 or 7.2 except have irrevocably agreed and consented to the extent position of the Indemnifying Party has been actually prejudiced as a result set forth in the Objection Notice in respect of such failureitem of Loss pursuant to the terms of this Agreement.

Indemnification Claims. Any claim for indemnification, compensation or reimbursement pursuant to Section 9 shall be brought and resolved exclusively in accordance with this Section 10.6(c) (ait being understood that, for the avoidance of doubt and without limiting any portion of Section 10.6(c): (i) In order at the option of any party, any claim based upon intentional misrepresentation, willful misconduct or fraud may be brought and resolved in accordance with Section 10.6(c) rather than in accordance with this Section 10.6(c); and (ii) nothing in this Section 10.6(c) shall prevent any Purchaser Indemnitee or Seller Member Indemnitee from seeking preliminary injunctive relief or any other equitable remedy from a court of competent jurisdiction). (i) If any Purchaser Indemnitee or Seller Member Indemnitee has or claims in good faith to have incurred or suffered, or believes in good faith that it may incur or suffer, Damages for an Indemnified Party to which it is or may be entitled to any indemnification provided for indemnification, compensation or reimbursement under Section 7.1 9 of this Agreement, such Purchaser Indemnitee may deliver, or 7.2 in respect of, arising out of or involvingsuch Seller Member Indemnitee may deliver, a Third Party Claimclaim notice (a “Claim Notice”) to the Seller Member or Purchaser, such as applicable. Each Claim Notice shall: (i) state that the Indemnified Party must notify the Indemnifying Party believes in writing good faith that it is entitled to indemnification, compensation or reimbursement under Section 9 of the Third Party Claim this Agreement; (including in such notice ii) contain a brief description of the applicable claims, including damages sought or estimated, to the extent actually known by facts and circumstances supporting the Indemnified Party’s claim; and (iii) within 20 Business Days after receipt by such Indemnified Party if practicable, contain a non-binding, preliminary, good faith estimate of notice of such Third Party Claim (a "Claim Notice"); provided that failure the amount 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. Thereafter, which the Indemnified Party shall deliver to might be entitled (the Indemnifying Partyaggregate amount of such estimate, within 10 Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents received as it may be modified by the Indemnified Party relating in good faith from time to such Third Party Claimtime, being referred to as the “Claimed Amount”). (bii) The Indemnifying Party will be entitled to participate in During the defense thereof and, if it so chooses, to assume the defense thereof forty-five (at the sole cost and expense of the Indemnifying Party45) with counsel selected day period commencing upon receipt by the Indemnifying Party; provided that Seller Member or Purchaser, as applicable, of a Claim Notice from or on behalf of an Indemnified Party (the “Dispute Period”), the Seller Member or Purchaser, as applicable, may deliver to the Purchaser or Seller Member, as applicable, a written response (the “Response Notice”) in which it: (i) agrees that the Indemnifying Party provides full Claimed Amount is owed to the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Notice, Party; (ii) agrees that part, but not all, of the Indemnifying Party has Claimed Amount is owed to the financial resources to pay damages that could reasonably be expected to arise from such Third Party Claim, and Indemnified Party; or (iii) such counsel selected by indicates that no part of the Indemnifying Party Claimed Amount is reasonably satisfactory owed to the Indemnified Party. Should If the Indemnifying Party so elect to assume Response Notice is delivered in accordance with clause “(ii)” or “(iii)” of the defense of a Third Party Claimpreceding sentence, the Indemnifying Party will not be liable Response Notice shall also contain a brief description of the facts and circumstances supporting the Seller Member’s agent’s or Purchaser’s position, as applicable, that only a portion or no part of the Claimed Amount is owed to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. The indemnification required by Section 7.1 or 7.2, as the case may be. Any part of the Claimed Amount that is not agreed to be owed to the Indemnified Party pursuant to the Response Notice (or the entire Claimed Amount, if Purchaser or the Seller Member, as applicable, asserts in the Response Notice that no part of the Claimed Amount is owed to the Indemnified Party) being referred to as the “Contested Amount” (it being understood that the Contested Amount shall be modified from time to time to reflect any good faith modifications by or on behalf of the Indemnified Party to the Claimed Amount). If a Response Notice is not received by or on behalf of the Indemnified Party from the Seller Member or Purchaser, as applicable, prior to the expiration of the Dispute Period, then the Seller Member or Purchaser, as applicable, shall be made by prompt payments of conclusively deemed to have agreed that an amount equal to the amount thereof during full Claimed Amount is owed to the course of Indemnified Party. (iii) If Purchaser or the investigation or defenseSeller Member, as and when bills are received or applicable, in its Response Notice agrees that the indemnifiable Loss full Claimed Amount is incurred. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision owed to the Indemnifying Party Indemnified Party, or if no Response Notice is received by or on behalf 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree from Purchaser or the Seller Member, as applicable, prior to any settlementthe expiration of the Dispute Period, compromise or discharge of such Third Party Claim which then, subject to the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of liability limitations in connection with such Third Party Claim; provided that, without the Indemnified Party's consentSection 9.3, the Indemnifying Party shall not consent take such necessary action to entry of any judgment or enter into any settlement (x) that provides for injunctive or other nonmonetary relief affecting cause the Indemnified Party to be paid the Claimed Amount within ten (10) Business Days. (iv) If Purchaser or (y) the Seller Member, as applicable, delivers a Response Notice to the Seller Member or Purchaser, as applicable, during the Dispute Period agreeing that does part, but not include as an unconditional term thereof all, of the giving by each claimant or plaintiff Claimed Amount is owed to such the Indemnified Party of a release from all liability with respect (the “Agreed Amount”), then, subject to such Third Party Claim. If the limitations in Section 9.3, the Indemnifying Party shall have assumed take such necessary action to cause the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). (c) In order for an Indemnified Party to be entitled paid the Agreed Amount within 10 Business Days. (v) If Purchaser or the Seller Member, as applicable, delivers a Response Notice to any indemnification provided for under this Agreement other than the Seller Member or the Purchaser, as applicable, during the Dispute Period indicating that there is a Contested Amount, the Seller Member and the Purchaser Indemnitee shall use commercially reasonable efforts in respect ofgood faith to resolve the dispute related to the Contested Amount within the forty five (45) day period (the “Initial Resolution Period”) commencing upon receipt by Seller Member or the Purchaser Indemnitee, arising out as applicable, of or involving a Third Party Claimsuch Response Notice. If the Seller Member and the Purchaser Indemnitee resolve such dispute, such Indemnified Party resolution shall deliver notice of be binding on the Seller Member and such claim with reasonable promptness Purchaser Indemnitee and a settlement agreement stipulating the amount owed to such Purchaser Indemnitee or Seller Indemnitee (the “Stipulated Amount”) shall be signed by Purchaser and the Seller Member. Thereafter, subject to the limitations in Section 9.3, the Indemnifying Party shall take such necessary action to cause the Indemnified Party to be paid the Stipulated Amount. (including vi) In the event that there is a dispute relating to any Claim Notice or Contested Amount (whether it is a matter between the Purchaser Indemnitee, on the one hand, and the Seller Member, on the other hand, or it is a matter that is subject to a claim or Legal Proceeding asserted or commenced by a third party brought against the Purchaser Indemnitee) and such dispute is not resolved within the Initial Resolution Period, such dispute (an “Arbitrable Dispute”) shall be settled by binding arbitration in accordance with the procedures set forth under the commercial rules then in effect of the American Arbitration Association. Notwithstanding the preceding sentence, nothing in this Agreement shall prevent the Indemnified Party from seeking preliminary injunctive relief from a court of competent jurisdiction pending resolution of any Arbitrable Dispute. Upon resolution of any arbitration described in this clause “(vi),” Purchaser and Seller Member, as applicable, subject to the limitations in Section 9.3, shall thereafter take such necessary action to cause the Indemnified Party to be paid the amount set forth in such notice a brief description of resolution within 10 Business Days (or such shorter time set forth in the applicable claims, including damages sought or estimated, to the extent actually known by the Indemnified Partyresolution); 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) In order All claims for an Indemnified Party indemnification pursuant to this Section 11 shall be made in accordance with the procedures set forth in this Section 11.5. A Person entitled to any assert a claim for indemnification provided for under (a “Claim”) pursuant to this Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party Claim, such 11 (an “Indemnified Party must notify Party”) shall give the Indemnifying Party in writing of 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 written notice of any such Third Party Claim (a "“Claim Notice"”); provided that failure to give such notification , which notice 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 include a result description in reasonable detail of such failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that (i) the Indemnifying Party provides basis for, and nature of, such Claim, including the Indemnified Party notice of its election to assume facts constituting the defense of basis for such Third Party Claim within 15 days of receipt of the applicable Claim NoticeClaim, and (ii) the Indemnifying Party has estimated amount of the financial resources to pay damages Losses that could reasonably have been or may 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 will not be liable to the Indemnified Party under this Section 7.3 for any legal expenses subsequently incurred sustained by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated such Claim. Any Claim Notice shall be given by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, (A) in the case of a Claim in connection with any Legal Proceeding made or brought by any Person (other than a Buyer Indemnified Party or Seller Indemnified Party in connection with this Agreement) against such Indemnified Party (a “Third Party Claim”), promptly, but in any event not later than five (5) Business Days, following receipt of service of process of the commencement of such Legal Proceeding, and (2B) in the case of a Claim other than a Third Party Claim (a “Direct Claim”), promptly, but in no event later than Buyer making a claim on the R&W policy; provided, however, that no failure to give such prompt written notice shall relieve the Indemnifying Party shall be liable for of any of its indemnification obligations hereunder except to the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 extent that the Indemnifying Party shall control is prejudiced by such defensefailure, by the waiver of available defenses against third parties or otherwise. If the The Indemnifying Party assumes and Indemnified Party will cooperate in good faith to resolve any such Claim. For the defense of the Third Party Claim, it will be conclusively established for purposes of this Agreement and Agreement, “Indemnifying Party” means Buyer (in the Purchase 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 case of any Third Party Claim (and shall be liable for the reasonable fees and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related a claim for money damages. The indemnification required by Section 7.1 a Seller Indemnified Party) or 7.2, as Seller (in 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of claim for indemnification by a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (including in such notice a brief description of the applicable claims, including damages sought or estimated, to the extent actually known by the Buyer 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) In order for If an Indemnified Party seeks indemnification under this ARTICLE VIII or ARTICLE IX, or proposes to be apply any Damages to the Threshold, the Indemnified Party shall provide a Claim Notice to the Indemnified Party promptly after discovering the Liability, obligation or facts giving rise to such claim for indemnification or such Damages; provided that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except (A) as provided in Section 8.5, or (B) to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. Within thirty (30) days after receipt 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 and/or apply all of the Claimed Amount to the Threshold; (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount or apply the Agreed Amount to the Threshold; or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount or apply any of the Claimed Amount to the Threshold. 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, such Dispute shall be resolved in a state or federal court sitting in Orange County, California. (b) If an Indemnified Party seeks indemnification provided for under Section 7.1 or 7.2 in with respect of, arising out of or involving, to a Third Party ClaimAction, such Indemnified Party must notify shall promptly provide a Claim Notice to the Indemnifying Party in writing of 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 receiving written notice of such Third Party Claim (a "Claim Notice")Action; provided that any failure to give such notification so notify or any delay in notifying the Indemnifying Party shall not affect relieve the indemnification Indemnifying Party of its or his obligations hereunder except (A) as provided under in Section 7.1 8.5, or 7.2 except (B) to the extent that the Indemnifying Party has been actually is prejudiced as a result of by such failurefailure or delay. ThereafterWith respect to any Third Party Action which, if adversely determined, would entitle the Indemnified Party shall deliver to indemnification pursuant to this ARTICLE VIII or ARTICLE IX, the Indemnifying PartyParty shall be entitled, within 10 Business Days after the Indemnified Party's receipt thereofat its sole cost and expense, copies of all notices and documents received by the Indemnified Party relating to such Third Party Claim. (bi) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third Party Claim within 15 days of receipt of the applicable Claim Notice, Action or (ii) at its option (subject to the Indemnifying Party has the financial resources limitations set forth below), to pay damages that could assume control and appoint lead counsel of such defense with counsel reasonably be expected to arise from such Third Party Claim, and (iii) such counsel selected by the Indemnifying Party is reasonably satisfactory acceptable to the Indemnified Party. Should ; provided that, as a condition precedent to the Indemnifying Party so elect Party’s right to assume the defense control of a Third Party Claimsuch defense, the Indemnifying Party will not be liable to the Indemnified Party under this Section 7.3 for any legal expenses subsequently incurred by it must first notify the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided that writing within ten (110) if days after the Indemnified Party reasonably determines, after conferring with has provided its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts Claim Notice of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and ’s intent to (2i) the Indemnifying Party shall be liable for the reasonable fees and expenses assume control of counsel employed by the Indemnified Party 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 ClaimAction and (ii) indemnify the Indemnified Party from and against the entirety of any Damages (subject to the limitations set forth in this ARTICLE VIII) the Indemnified Party may suffer resulting from, it will be conclusively established for purposes of this Agreement and arising out of, in the Purchase Agreement that nature of, or caused by the claims made in that Third Party Claim are within the scope and subject to indemnification pursuant to this Article 7Action. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled have the right to assume control of such defense, if the Third Party Action which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim, which if adversely determined, would be reasonably 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 the Business (iv) involves a claim that, in the good faith judgment of the Indemnified Party, the Indemnifying Party failed or is failing to vigorously prosecute or defend or (v) involves a legal defense, that, based upon the written advice of legal counsel, may be available to the Indemnified Party that is different from or additional to those available to the Indemnifying Party. (c) If the Indemnifying Party is controlling the defense of any Third Party Claim Action in accordance with Section 8.4(a), (and shall be liable for the reasonable fees and expenses of counsel incurred by i) the Indemnified Party in defending such Third Party Claim) if shall nonetheless have the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 right to defend or prosecute a Third Party Claim, all the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate participate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which Action at the Indemnified Party’s sole cost and expense, (ii) 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, the Indemnifying Party shall will not consent to the entry of any judgment or 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 or cease to defend such Third Party Claim. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim Action without the Indemnifying Party's prior written consent (of the Indemnified Party, which consent shall not be unreasonably withheld), conditioned or delayed, provided that the Indemnified Party shall have no obligation of any kind to consent to the entrance of any judgment or into any settlement unless such judgment or settlement (A) is for only money damages and (B) would not be reasonably expected, in the good faith judgment of the Indemnified Party, to establish precedent, custom or practice materially adverse to the continuing business interests or prospects of the Indemnified Party or the Business. (cd) In order for an Indemnified the event that either the Indemnifying Party does not elect to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out assume the control of or involving the defense of a Third Party ClaimAction pursuant to Section 8.4(a) or any of the conditions in Section 8.4(a) is or becomes unsatisfied, such the Indemnified Party shall deliver notice (i) may defend against, and consent to the entry of judgment or enter into any settlement with respect to, the Third Party Action in any manner it may deem appropriate, and (ii) will, at the Indemnifying Party’s request, keep the Indemnifying Party reasonably informed with respect to the conduct of such claim with reasonable promptness defense and the resolution thereof, and promptly provide copies to the Indemnifying Party (including in such notice a brief description of all communications between the applicable claimsIndemnified Party and its counsel on one hand and the person or entity asserting the Third Party Action and its advisors on the other hand, including damages sought or estimated, and copies of all pleadings pertaining to the extent actually known by Third Party Action and 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 failuredefense and resolution thereof.

Indemnification Claims. (a) In order for an Indemnified Party to be entitled to any indemnification provided for under Section 7.1 or 7.2 An Indemnitee will notify in respect of, arising out of or involving, a Third Party Claim, such Indemnified Party must notify writing the Indemnifying Party in writing of 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 where 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Seller Indemnifying Party, Indemnitee needs to provide such notice only to the Sellers Representative) of its discovery of any matter that does not involve a Third-Party Claim and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during with respect to which the Indemnifying Party has not assumed may become obligated to indemnify, hold harmless, compensate or reimburse the defense thereof Indemnitee and such notice will (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 i) state that the Indemnifying Party shall control such defense. If the Indemnifying Party assumes the defense of the Third Party Claim, Indemnitee has paid or properly accrued Damages or anticipates that it will be conclusively established incur liability for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject Damages for which such Indemnitee is entitled to indemnification pursuant to this Article 7. Notwithstanding Agreement (if applicable) and (ii) specify in reasonable detail each individual item of Damages included in the foregoingamount so stated (taking into account the information then known to the Indemnitee), the Indemnifying Party shall not be entitled date such item was paid or properly accrued (if applicable), the basis for any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to assume which each such item is related (taking into account the defense of any Third Party Claim (information then known to the Indemnitee) and shall be liable for the reasonable fees and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 computation of the amount thereof during the course of the investigation or defenseto which such Indemnitee claims to be entitled hereunder. The failure to give such written notice will not, as and when bills are received or the indemnifiable Loss is incurred. If the Indemnifying Party chooses to defend or prosecute a Third Party Claimhowever, all the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision to relieve the Indemnifying Party of records its indemnification obligations, except and information which are reasonably relevant only 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 extent that the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which is materially harmed 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (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); 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 reason of such failure.

Indemnification Claims. (a) In order With respect to a claim for an Indemnified Party to be entitled to any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involvinginvolving an assertion by a third party of liability on the part of an indemnified party, a Third Party Claim, such Indemnified Party must the indemnified party shall promptly notify the Indemnifying Party in writing indemnifying party of the Third Party Claim (including discovery by it of, or the assertion against it of, any claim or potential liability for which indemnification is provided herein or the commencement of any action or proceeding in respect of which indemnity may be sought hereunder; provided, however, that the failure promptly to give such notice a brief description of the applicable claims, including damages sought or estimated, shall affect any indemnified party’s rights hereunder only to the extent that such failure (i) actually known by materially and adversely affects any indemnifying party, its rights or its ability to defend such claim, or (ii) results in 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 indemnified party’s failure to give such notification shall not affect the notice of a claim for indemnification provided under Section 7.1 or 7.2 except prior to the extent expiration of the Indemnifying Party has been actually prejudiced as a result of such failure. Thereafter, Representations and Warranties Expiration Date to which the Indemnified Party shall deliver to 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 Claimclaim relates. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof Within thirty (at the sole cost and expense 30) days after delivery of the Indemnifying Party) with counsel selected by notification described in Section 8.3(a), the Indemnifying Party; provided that (i) indemnifying party may, upon written notice thereof to the Indemnifying Party provides the Indemnified Party notice indemnified party, assume control of its election to assume the defense of such Third 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 suit or proceeding with counsel selected by the Indemnifying Party is reasonably satisfactory to the Indemnified Party. Should indemnified party. (c) With respect to a claim for indemnification arising out of or involving an assertion by a third party of liability on the Indemnifying Party so elect to assume part of an indemnified party, the indemnified party and the indemnifying party shall cooperate in the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party such claim. The indemnified party shall have the right to employ retain its own counsel (limited and to one law firm) to represent it and participate in that event the defense, but the fees and expenses of such separate counsel shall be paid at the expense of the indemnified party unless the indemnifying party and indemnified party otherwise agree in writing. (d) Notwithstanding the foregoing, the indemnifying party may not assume control of the defense of a suit or proceeding involving criminal liability of the indemnified party or in which injunctive relief is sought against the indemnified party, unless the indemnified party consents. In the absence of consent by the Indemnifying indemnified party in such case, each Party shall control its own defense. In such case, neither Party shall 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 other Party, which shall not be unreasonably withheld or delayed. In the event either Party withholds or delays its consent to such settlement or the entry of any such judgment and, thereafter, the Loss incurred following resolution of such suit or proceeding exceeds the Loss that would have been incurred had the indemnified party not withheld or delayed such consent, the Claimed Amount indemnified pursuant to this Section 8.3 shall not exceed the Loss that would have been incurred had the indemnified party given its consent to such settlement or the entry of such judgment. (e) In order to seek indemnification under this Article VIII for a claim not arising out of or involving an assertion by a third party of liability on the part of an indemnified party, an indemnified party shall give a claim notice to the indemnifying party prior to the Representations and Warranties Expiration Date which contains (i) a description and the amount, if capable of estimation, of the claimed amount of any Losses incurred or reasonably expected to be incurred by the indemnified party (the “Claimed Amount”), (ii) a statement that the indemnified party is entitled to indemnification under this Article VIII for such Losses and a reasonable explanation of the basis therefor, and (2iii) a demand for payment (in the Indemnifying Party manner provided in paragraph (f) below) in the amount of such Losses (a “Claim Notice”). (f) Within ten (10) days after delivery of a Claim Notice, the indemnifying party shall be liable for deliver to the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period indemnified party a response in which the Indemnified Party indemnifying party shall: (1) agree that the indemnified party is entitled to receive all of the Claimed Amount in which case the response shall have failed be accompanied by a payment by the indemnifying party to give the indemnified party of the Claimed Amount of Losses, by check or by wire transfer in exchange for a release of further liability by the Claim Notice as provided above)Notice; (2) reach agreement with the indemnified party upon the amount of Losses that the indemnified party is entitled to receive, 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 in exchange for a release of further liability for claims covered by the Claim Notice; or (3) dispute that the indemnified party is entitled to receive the Claimed Amount or any agreed amount. If the Indemnifying Party assumes such defenseindemnifying party in the response disputes its liability for all or part of the Claimed Amount, the Indemnified Party indemnifying party and the indemnified party shall use good faith efforts to resolve the dispute. (g) The indemnifying 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 conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and settle or compromise any claim or liability subject to indemnification pursuant to under this Article 7. Notwithstanding VIII which is susceptible to being settled or compromised; provided, however, that any such settlement shall require 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 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 consent of the amount thereof during the course of the investigation or defenseindemnified party, 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). ; provided further however, that the consent of the indemnified party shall not be required if (ci) In order for an Indemnified Party to be entitled to any the terms of the settlement require only the payment of damages and payment of the full amount of the relevant 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 obligation to the Indemnifying Party indemnified party is assured and (including in such notice a brief description ii) the indemnified party is not otherwise materially and adversely affected by the terms of the applicable claims, including damages sought or estimated, to the 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 failuresettlement.

Indemnification Claims. (a) In order for If an Indemnified Party has or is reasonably expected to be entitled have a right to any indemnification provided for indemnification, compensation or reimbursement under Section 7.1 or 7.2 in respect of, arising out of or involving, a Third Party this Agreement (an “Indemnification Claim”), such Indemnified Party must shall promptly so notify the Indemnifying Party in writing a written notice (a “Claim Certificate”), prior to the expiration of the Third applicable Survival Period (if applicable): (i) stating that such Indemnified Party Claim has directly or indirectly suffered or incurred any Losses, or reasonably anticipates that it will directly or indirectly suffer or incur any Losses, for which it is entitled to indemnification, compensation or reimbursement under this Agreement; (including in such notice ii) a brief description of the applicable claims, including damages sought or estimated, in reasonable detail (to the extent actually known by the available to such Indemnified Party) within 20 Business Days after receipt by of the facts, circumstances or events giving rise to each item of Losses based on such Indemnified Party Party’s good faith belief thereof; and (iii) the basis for indemnification, compensation or reimbursement under this Agreement to which such item 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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 ClaimLosses is related. (b) The In the event that the Indemnifying Party will be entitled shall seek to participate contest all or any individual items of Losses set forth in a Claim Certificate, the defense thereof andIndemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after receipt of such Claim Certificate, if it so chooses, to assume the defense thereof (at the sole cost and expense which notice shall set forth a brief description in reasonable detail of the Indemnifying Party) with counsel selected by ’s basis for objecting to each item of Loss. In the Indemnifying Party; provided event that (i) the Indemnifying Party provides shall fail to object to any items of Loss set forth in a Claim Certificate within the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Noticeforegoing thirty-day period, (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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees deemed to have irrevocably agreed and expenses of counsel employed by the Indemnified Party 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 consented to give the Claim Notice as provided above). If the Indemnifying Party assumes such defenseindemnify, the Indemnified Party shall have the right to participate in the defense thereof compensate 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 conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by reimburse the Indemnified Party in defending respect of such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 items 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision pursuant to the Indemnifying Party terms 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)this Agreement. (c) 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 to the Indemnifying Party (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); 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. Each indemnified Party agrees to give the indemnifying Party prompt written notice of any matter upon which such indemnified Party intends to base a claim for indemnification (aan “Indemnity Claim”) In order for an Indemnified Party under this Section 10, provided, however, that any delay in providing or failure to 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, such Indemnified Party must notify the Indemnifying Party in writing of the Third Party Claim (including in provide such notice a brief description of shall not relieve 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 indemnifying Party of notice any 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 its obligations hereunder except to the extent that the Indemnifying indemnifying Party has been actually is materially prejudiced as a result of by such failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 indemnifying Party shall have the right to participate jointly with the indemnified Party in the defense thereof and indemnified Party’s defense, settlement or other disposition of any Indemnity Claim. With respect to employ counsel, at its own expense (except as otherwise provided herein), separate from any Indemnity Claim relating solely to the counsel employed by payment of money damages which could not result in the Indemnifying indemnified 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 conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third Party Claim are within the scope and ’s becoming 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 counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction injunctive or other equitable relief or relief for other than money damages against otherwise adversely affect the Indemnified business of the indemnified Party in any manner, and as to which the Indemnified indemnifying Party reasonably determinesshall have acknowledged in writing the obligation to indemnify the indemnified Party hereunder, after conferring with its counselthe indemnifying Party shall have the sole right to defend, cannot be separated from any related claim for money damages. The indemnification required by Section 7.1 settle or 7.2otherwise dispose of such Indemnity Claim, on such terms as the case may beindemnifying Party, in its sole discretion, shall be made by prompt payments deem appropriate; provided that the indemnifying Party shall provide reasonable evidence 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party ability to pay the full amount of liability in connection with such Third Party Claim; provided that, without the Indemnified Party's consent, the Indemnifying Party shall not consent to entry of any judgment or 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 damages claimed and with respect to any such Third settlement shall have obtained the written release of the indemnified Party from the Indemnity Claim. If the Indemnifying The indemnifying Party shall have assumed obtain the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (of the indemnified Party, which consent shall not be unreasonably withheld). (c) In order for an Indemnified Party , prior to be entitled ceasing to defend, settling or otherwise disposing of 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 to the Indemnifying Party (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); 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 Indemnity Claim if as a result thereof the indemnified Party would become subject to injunctive or other equitable relief or the business of such failurethe indemnified Party would be adversely affected in any manner.

Indemnification Claims. (a) In order for an The Indemnified Party shall give a Claim Notice to 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, such Indemnified Party must notify the Indemnifying Party with respect to each claim for indemnification hereunder in writing respect of claims made by third parties specifying the amount and nature of the Third Party Claim (including in such notice a brief description claim, and 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 any matter which reasonably appears likely to give such notification shall not affect the rise to an 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 failureclaim. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 counselright, at its own expense (except expense, to defend or negotiate a settlement of any such matter, so long as otherwise provided herein), separate from the counsel employed by defense or negotiation is expeditious. Except with the Indemnifying prior written consent of the Indemnified Party, it being understood that the Indemnifying Party which consent shall control such defense. If the Indemnifying Party assumes the defense of the Third Party Claim, it will not be conclusively established for purposes of this Agreement and the Purchase 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 foregoingunreasonably withheld or delayed, 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 counsel incurred by the Indemnified Party not, in defending such Third Party Claim) if the Third Party Claim seeks an orderany claim, injunction or other equitable relief or relief for other than money damages against the Indemnified Party enter into any settlement by which the Indemnified Party reasonably determines, after conferring with its counsel, cannot is to be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, bound which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 delivery to such the Indemnified Party by the party asserting the claim of a release from all liability with in respect of such claim. Failure to such Third give timely notice of a matter which may give rise to an indemnification claim shall not affect the right of the Indemnified Party Claimto be indemnified by the Indemnifying Party; provided, however, that the Indemnified Party shall not be entitled to reimbursement for costs and expenses, including attorneys' fees, for the defense of a matter incurred prior to the time it gives notice to the Indemnifying Party of an indemnification claim. (b) In order to seek indemnification for a direct claim between the parties under this Article 7, an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party. 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 in writing that the Indemnified Party is entitled to receive all of the Claimed Amount, or (ii) dispute in writing that the Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party shall have assumed disputes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or dischargeClaim Notice, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not dispute will be unreasonably withheld)resolved in accordance with Section 8.10. (c) In order Notwithstanding anything contained herein, in the event that the Company Stockholders are required to indemnify any Parent Indemnified Parties for an Indemnified Party any reason whatsoever, Parent shall have the right to be entitled reclaim any equity in the Parent issued to any Company Stockholder or to cancel all or a sufficient number or outstanding shares of Parent Common Stock registered in the name of Company Stockholder on the books of Parent, as applicable, in lieu of any cash payment or other indemnification provided for under this Agreement other than in respect of, arising out obligations otherwise due hereunder. Any reclaimed or cancelled shares of or involving a Third Party Claim, such Indemnified Party Parent's stock shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (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); 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 failurebe valued at $14.00 per share.

Indemnification Claims. (a) In order for If any Purchaser Indemnitee or Seller Indemnitee (each, an Indemnified Party to 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, such Indemnified Party must notify the Indemnifying Party in writing of 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 seeks indemnification pursuant 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. Thereafterthis Article 10, the Indemnified Party shall deliver provide the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) with a written Notice of Claim setting forth, to the Indemnifying Partyextent then known, within 10 Business Days after the Indemnified Party's receipt thereof, copies reasonable details of its claim and all notices and documents received by the Indemnified Party relating to such Third Party ClaimLosses arising therefrom. (b) The Indemnifying Party will be entitled to participate in In the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense case of the Indemnifying Party) 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 Third 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 claim for indemnification not based upon a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have thirty (30) days from its receipt of the right Notice of Claim to employ counsel (limited i) admit its obligation to one law firmprovide indemnification, and, without limitation of any future Losses arising thereunder, pay all Losses set forth in the Notice of Claim or (ii) to represent it dispute the matters and claim for indemnification set forth in that event the fees and expenses Notice of such separate counsel shall be paid by the Indemnifying Party, and Claim (2) the Indemnifying Party shall be liable for the reasonable fees and expenses a “Notice of counsel employed by the Indemnified Party 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 aboveDispute”). If the Indemnifying Party assumes does not deliver a Notice of Claim Dispute within such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense thirty (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 conclusively established for purposes of this Agreement and the Purchase 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 foregoing30) day period, the Indemnifying Party shall not be entitled conclusively deemed obligated to assume the defense of any Third Party Claim (provide such indemnification hereunder and shall be liable for the reasonable fees and expenses deemed to waive its right to deliver a Notice of counsel incurred Claim Dispute. (c) The delivery of a Notice of Claim by an Indemnified Party, or a Notice of Claim Dispute by an Indemnifying Party, shall not restrict or preclude 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. The indemnification required by Section 7.1 or 7.2Indemnifying Party, as the case may be, shall be made by prompt payments from thereafter asserting or alleging additional matters, including further Losses or defenses, from or in connection with the matters giving rise to the Notice of the amount thereof during the course Claim or Notice of the investigation or defenseClaim Dispute, as and when bills are received or the indemnifiable Loss is incurredapplicable. If the Indemnifying An Indemnified Party chooses to defend or prosecute seeking indemnification for a Third Party Claim, all Claim may also seek indemnification under any applicable clause(s) of Section 10.1 or Section 10.2 and the parties hereto reasonably necessary for such defense same may be set forth in one or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision to the Indemnifying Party more Notices 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)determine in its sole discretion. (c) 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 to the Indemnifying Party (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); 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) In order for If any Purchaser Indemnitee or Seller Indemnitee (each, an Indemnified Party to 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, such Indemnified Party must notify the Indemnifying Party in writing of 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 seeks indemnification pursuant 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. Thereafterthis Article 10, the Indemnified Party shall deliver provide the other Party or Parties from whom such indemnification is sought (the “Indemnifying Party”) with a written notice (the “Notice of Claim”) setting forth, to the Indemnifying Partyextent then known, within 10 Business Days after the Indemnified Party's receipt thereof, copies reasonable details of its claim and all notices and documents received by the Indemnified Party relating to such Third Party ClaimLosses arising therefrom. (b) The Indemnifying Party will be entitled to participate in In the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense case of the Indemnifying Party) 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 Third 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 claim for indemnification not based upon a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have ten (10) days from its receipt of the right Notice of Claim to employ counsel (limited i) admit its obligation to one law firmprovide indemnification, and, without limitation of any future Losses arising thereunder, pay all Losses set forth in the Notice of Claim or (ii) to represent it dispute the matters and claim for indemnification set forth in that event the fees and expenses Notice of such separate counsel shall be paid by the Indemnifying Party, and Claim (2) the Indemnifying Party shall be liable for the reasonable fees and expenses a “Notice of counsel employed by the Indemnified Party 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 aboveDispute”). If the Indemnifying Party assumes does not deliver a Notice of Claim Dispute within such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense ten (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 conclusively established for purposes of this Agreement and the Purchase 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 foregoing10) day period, the Indemnifying Party shall not be entitled conclusively deemed obligated to assume the defense of any Third Party Claim (provide such indemnification hereunder and shall be liable for the reasonable fees and expenses deemed to waive its right to deliver a Notice of counsel incurred Claim Dispute. (c) The delivery of a Notice of Claim by an Indemnified Party, or a Notice of Claim Dispute by an Indemnifying Party, shall not restrict or preclude 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. The indemnification required by Section 7.1 or 7.2Indemnifying Party, as the case may be, shall be made by prompt payments from thereafter asserting or alleging additional matters, including further Losses or defenses, from or in connection with the matters giving rise to the Notice of the amount thereof during the course Claim or Notice of the investigation or defenseClaim Dispute, as and when bills are received or the indemnifiable Loss is incurredapplicable. If the Indemnifying An Indemnified Party chooses to defend or prosecute seeking indemnification for a Third Party Claim, all Claim may also seek indemnification under any applicable clause(s) of Section 10.1 and the parties hereto reasonably necessary for such defense same may be set forth in one or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision to the Indemnifying Party more Notices 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)determine in its sole discretion. (c) 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 to the Indemnifying Party (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); 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) In order for to seek indemnification under this Article VI, an Indemnified Party to 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, such Indemnified Party must notify the Indemnifying Party in writing of 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 shall give written notification (a "Claim Notice"); provided ) to the Indemnifying Party (provided, however, that the failure to give provide such notification notice shall not relieve or otherwise affect the indemnification provided under Section 7.1 or 7.2 obligation of the Indemnifying Party to provide Indemnification however, except to the extent that any Damages directly resulted or were caused by such failure) 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 VI for such Damages and a reasonable explanation of the basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (b) or (c) below) in the amount of such Damages. The procedures set forth in clause (b) below shall apply with respect to any claim for indemnification brought by a Purchaser Indemnified Party and the procedures set forth in clause (c) below shall apply with respect to any claim for indemnification brought by a Seller Indemnified Party. (b) Within 20 days after delivery of a Claim Notice delivered by a Purchaser Indemnified Party, the Indemnifying Party has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt thereof, copies of all notices and documents received by the Purchaser Indemnified Party relating to such Third Party Claim. a written response (bthe "Seller Response") The in which the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) with counsel selected by the Indemnifying Party; provided that shall: (i) agree that the Indemnifying Party provides the Purchaser Indemnified Party notice of its election is entitled to assume the defense of such Third Party Claim within 15 days of receipt receive all of the applicable Claim NoticeClaimed Amount, (ii) agree that the Indemnifying Purchaser Indemnified Party has is entitled to receive part, but not all, of the financial resources to pay damages that could reasonably be expected to arise from such Third Party Claim, and Claimed Amount (the "Seller Agreed Amount") or (iii) such counsel selected by dispute that the Indemnifying Purchaser Indemnified Party is reasonably satisfactory entitled to receive any of the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give the Claim Notice as provided above)Claimed Amount. If the Indemnifying Party assumes such defensein the Seller Response disputes its liability for all or part of the Claimed Amount, the Indemnifying Party and the Purchaser Indemnified Party party shall have follow the right to participate procedures set forth in Section 7.16 for the defense thereof and to employ counsel, at its own expense resolution of such dispute. (except as otherwise provided herein), separate from the counsel employed c) Within 20 days after delivery of a Claim Notice delivered by the Indemnifying a Seller Indemnified Party, it being understood that the Indemnifying Party shall control such defensedeliver to the Seller Indemnified Party a written response (the "Purchaser Response") in which the Indemnifying Party shall: (i) agree that the Seller Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Purchaser Response shall be accompanied by a payment by the Indemnifying Party to the Seller Indemnified Party of the Claimed Amount, by check or by wire transfer of immediately available funds), (ii) agree that the Seller Indemnified Party is entitled to receive part, but not all, of the Claimed Amount (the "Purchaser Agreed Amount') (in which case the Purchaser Response shall be accompanied by a payment by the Indemnified Party to the Seller Indemnified Party of the Purchaser Agreed Amount, by check or by wire transfer of immediately available funds) or (iii) dispute that the Seller Indemnified Party is entitled to receive any of the Claimed Amount. If the Indemnifying Party assumes in the defense Purchaser Response disputes its liability for all or part of the Third Party Claim, it will be conclusively established for purposes of this Agreement and the Purchase 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 foregoingClaimed Amount, the Indemnifying Party shall not be entitled to assume and the defense of any Third Party Claim (and shall be liable for the reasonable fees and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Seller Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without follow the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). (c) In order procedures set forth in Section 7.16 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 the resolution of such claim with reasonable promptness to the Indemnifying Party (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); 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 failuredispute.

Indemnification Claims. (a) In order No claim for Losses pursuant to Section 8.2(a) or 8.3(a) shall be brought against an Indemnified indemnifying Party to 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, such Indemnified Party must notify the Indemnifying Party in writing of the Third Party Claim (including in such notice a brief description of after 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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 ClaimExpiration Date. (b) The Indemnifying In the event a Purchaser Indemnified Party will becomes aware of a claim by a Third Party (including any action or proceeding commenced or threatened to be entitled commenced by any Third Party) that such Purchaser Indemnified Party reasonably believes may result in a demand against Seller pursuant to participate Section 8.2, such Purchaser Indemnified Party shall promptly notify Seller in writing of such claim. Likewise, in the defense event a Seller Indemnified Party becomes aware of a claim by a Third Party that such Seller Indemnified Party reasonably believes may result in a demand against Purchaser for indemnification pursuant to Section 8.3, such Seller Indemnified Party shall promptly notify Purchaser in writing of such claim. For purposes of this Section 8.4, the Party giving any such notice (a “Claim Notice”) shall be deemed to be the “Notifying Party,” and the Party receiving the Claim Notice shall be deemed to be the “Notified Party.” The Claim Notice shall be accompanied by reasonable supporting documentation submitted by the Third Party making such claim and shall describe in reasonable detail (to the extent known by the Notifying Party) the facts constituting the basis for such claim and the amount of the claimed Losses; provided, however, that no delay or failure on the part of the Notifying Party in delivering a Claim Notice shall relieve the Notified Party from any liability hereunder except to the extent of any damage or liability caused by or arising out of such delay or failure. Within twenty (20) days after receipt of any Claim Notice, the Notified Party may, upon written notice thereof andto the Notifying Party, if it so chooses, to assume control of the defense thereof (of the claim referred to therein at the Notified Party’s sole cost and expense with counsel reasonably satisfactory to the Notifying Party. If the Notified Party does not so assume control of the defense of such claim, the Notifying Party shall control the defense of such claim at the sole cost and expense of the Indemnifying Notified Party) with counsel selected by the Indemnifying Party; provided that (i) the Indemnifying . The Party provides the Indemnified Party notice of its election to assume not controlling the defense of such Third claim (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the Notified Party Claim within 15 days assumes control 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 such claim and the Notified Party Claim, and the Indemnifying Notifying Party will not be liable have materially conflicting interests or different defenses available with respect to such claim which cause the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Notifying Party to be represented by hire its own separate counsel due with respect to actual or potential conflicts of interestsuch claim, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by to the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Notifying 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 conclusively established considered “Losses” for purposes of this Agreement (subject to the proviso in the definition thereof). The Party controlling the defense of such claim (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised of the status of such claim and the Purchase Agreement 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 claim (including 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 claim. Neither the Notified Party nor the Notifying Party shall agree to any settlement of, or the entry of any judgment arising from, any such claim without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed; provided, however, that the claims made in that Third Party Claim are within consent of the scope and subject to indemnification pursuant to this Article 7. Notwithstanding the foregoing, the Indemnifying Notifying Party shall not be required with respect to any such settlement or judgment if the Notified Party agrees in writing to pay or cause to be paid all amounts payable pursuant to such settlement or judgment (subject to the other limitations in this Article 8), including all monetary obligations of the Notifying Party, and such settlement or judgment neither includes nor creates any non-monetary obligations of the Notifying Party. (c) Except as otherwise provided in Section 8.4(b) with respect to Third Party claims for which notice has previously been provided, in order to seek indemnification under this Article 8, a Person entitled to assume indemnification under Section 8.2 or Section 8.3 (an “Indemnified Party”) shall deliver a written demand (an “Indemnification Demand”) to Seller (in the defense case of an Indemnification Demand from a Purchaser Indemnified Party) or Purchaser (in the case of an Indemnification Demand from a Seller Indemnified Party) which contains (i) a description and the amount (the “Asserted Damages Amount”) of any Third Party Claim (and shall Losses incurred or reasonably expected to be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party ClaimParty, (ii) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against a statement that the Indemnified Party which is entitled to indemnification under this Article 8 for such Losses and a reasonable explanation of the Indemnified Party reasonably determinesbasis therefor, and (iii) a demand for payment in the amount of such Losses. (d) Within twenty (20) days after conferring with its counsel, cannot be separated from any related claim for money damages. The indemnification required by Section 7.1 delivery of an Indemnification Demand to Seller or 7.2, Purchaser (as the case may be), such Party shall deliver to the other Party a written response (the “Response”) in which the Party providing the Response shall: (i) agree that the Indemnified Party is entitled to receive all of the Asserted Damages Amount (in which case the Response shall be accompanied by a payment to the Indemnified Party of the full Asserted Damages Amount, by check or wire transfer; (ii) agree that the Indemnified Party is entitled to receive part, but not all, of the Asserted Damages Amount (such portion, the “Agreed Portion”) (in which case the Response shall be accompanied by a payment to the Indemnified Party of the Agreed Portion, by check or by wire transfer); or (iii) dispute that the Indemnified Party is entitled to receive any of the Asserted Damages Amount. (e) In the event that the Party providing a Response pursuant to Section 8.4(d) shall (i) dispute that the Indemnified Party is entitled to receive any of the Asserted Damages Amount, or (ii) agree that the Indemnified Party is entitled to only the Agreed Portion of the Asserted Damages Amount, Purchaser and Seller shall attempt in good faith to agree upon the rights of the respective Party with respect to each of the indemnification claims that comprise the Asserted Damages Amount (or the portion of the Asserted Damages Amount not comprising the Agreed Portion). If Purchaser and Seller should so agree, a memorandum setting forth such agreement shall be prepared and signed by both Parties. If no such agreement can be reached after good faith negotiation within 60 days after delivery of a Response, either Purchaser or Seller may demand arbitration of any matter set forth in the applicable Indemnification Demand. The matter shall be settled by arbitration conducted by one arbitrator mutually agreeable to Purchaser and Seller. In the event that, within 30 days after submission of any dispute to arbitration, Purchaser and Seller cannot mutually agree on one arbitrator, then the Parties shall arrange for the American Arbitration Association to designate a single arbitrator in accordance with the rules of the American Arbitration Association. (f) Any such arbitration shall be held in Los Angeles County, California, under the rules and procedures then in effect of the American Arbitration Association. The arbitrator shall determine how all expenses relating to the arbitration shall be paid, including the respective expenses of each Party, the fees of the arbitrator and the administrative fee of the American Arbitration Association. The arbitrator shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing Purchaser and Seller an opportunity, adequate in the sole judgment of the arbitrator, to discover relevant information from the opposing Party about the subject matter of the dispute. The arbitrator shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrator determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of the arbitrator as to the validity and amount of any indemnification claim in such Indemnification Demand shall be final, binding and conclusive upon the Parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. All payments required by the arbitrator shall be made by prompt payments within 30 days after the decision of the amount thereof during the course of the investigation or defense, as and when bills are received or the indemnifiable Loss arbitrator is incurredrendered. If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (Judgment 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (including in such notice a brief description of the applicable claims, including damages sought or estimated, to the extent actually known award rendered 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 failurearbitrator may be entered in any court having jurisdiction.

Indemnification Claims. (a) In order for If an Indemnified Party reasonably believes that it has or will have a right to 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 this Agreement (an “Indemnification Claim”), such Indemnified Party must shall so notify the Indemnifying Party in writing a written notice (a “Claim Certificate”), prior to the expiration of the Third Survival Period (if applicable): (i) stating that such Indemnified Party Claim has directly or indirectly paid, sustained or incurred any Losses or had any Losses asserted against it, or reasonably anticipates that it will directly or indirectly pay, sustain or incur any Losses or have any Losses asserted against it, for which it is entitled to indemnification under this Agreement; (including ii) specifying in reasonable detail the individual items of Losses included in the amount so stated (and the method of computation of each such notice item of Losses, if applicable), the date each such item of Losses was paid, sustained or incurred or asserted against it, or the basis for such reasonably anticipated Losses; (iii) a brief description of the applicable claims, including damages sought or estimated, in reasonable detail (to the extent actually known by the available to such Indemnified Party) within 20 Business Days after receipt by of the facts, circumstances or events giving rise to each item of Losses based on such Indemnified Party Party’s good faith belief thereof, including the identity and address of notice any third-party claimant (if any) and copies of such Third Party Claim any formal demand or complaint relating thereto (a "Claim Notice"if any); provided that failure and (iv) the basis for indemnification under this Agreement to give which 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 item of such failure. ThereafterLosses is related (including, if applicable, the Indemnified Party shall deliver to specific nature of the Indemnifying Partymisrepresentation, within 10 Business Days after or the Indemnified Party's receipt thereof, copies breach of all notices and documents received by the Indemnified Party relating to such Third Party Claimwarranty or covenant). (b) The In the event that the Indemnifying Party will be entitled shall seek to participate contest any individual items of Losses set forth in a Claim Certificate, the defense thereof andIndemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after receipt of such Claim Certificate, if it so chooses, to assume the defense thereof (at the sole cost and expense which notice shall set forth a brief description in reasonable detail of the Indemnifying Party) with counsel selected by ’s basis for objecting to each item of Loss. In the Indemnifying Party; provided event that (i) the Indemnifying Party provides shall fail to object to any items of Loss set forth in a Claim Certificate within the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Noticeforegoing thirty-day period, (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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees deemed to have irrevocably agreed and expenses of counsel employed by the Indemnified Party 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 consented 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 conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by indemnify the Indemnified Party in defending respect of such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 items 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision pursuant to the Indemnifying Party terms 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)this Agreement. (c) 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 The Indemnified Party shall deliver notice of such claim with reasonable promptness to reasonably cooperate and assist the Indemnifying Party (including in determining the validity of any Losses set forth in a Claim Certificate and in otherwise resolving such notice a brief description matters, such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the applicable claimsinvestigation, including damages sought or estimated, to the 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 defense and resolution of such failurematters and providing legal and business assistance with respect to such matters.

Indemnification Claims. (a) In order for an Any Purchaser Indemnified Party to be entitled or Seller Indemnified Party seeking indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (“Third-Party Claim”) in respect of any matter that is subject to indemnification provided for under Section 7.1 9.1 or 7.2 Section 9.2, as applicable, shall (i) promptly notify the Purchaser or the Seller, as applicable (the “Indemnifying Party”), of the Third-Party Claim, and (ii) as promptly as practicable, but in respect of, arising out any event within 30 days of or involving, a obtaining knowledge of such Third Party Claim, such Indemnified Party must notify transmit to the Indemnifying Party a written notice (a “Claim Notice”) describing in writing reasonable detail the nature of the Third Third-Party Claim and an estimate of any Losses expected to be incurred with respect thereto (including in such notice a brief description of if reasonably determinable). Notwithstanding the applicable claimsforegoing, including damages sought the delay 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 the notice provided in, or in accordance with, this Section 9.3(a) will not affect relieve the indemnification provided Indemnifying Party of its obligations under Section 7.1 or 7.2 this Article 9, except to the extent the such Indemnifying Party has been is actually prejudiced as a result of by such delay or failure. Thereafter, the Indemnified Party shall deliver to 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) The Indemnifying Party will be entitled shall have the right to participate defend the Indemnified Party against such Third-Party Claim (except in the defense thereof and, case of an Excluded Matter) if the Indemnifying Party promptly notifies the Indemnified Party (and in any event within 30 days after having received any Claim Notice) in writing that it so chooses, is exercising its right to defend the Indemnified Party against such Third-Party Claim. If the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party elects to assume the defense thereof (at the sole cost and expense of the Third-Party Claim, then the Indemnifying Party) Party shall have the right to defend such Third-Party Claim with counsel selected by the Indemnifying Party (and reasonably approved by the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall have control of such defense and proceedings, including any compromise or settlement thereof; provided provided, that the Indemnifying Party shall not enter into any compromise or settlement of such claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless (i) the Indemnifying Party provides there is no finding or admission of any violation or breach of Law by the Indemnified Party notice of its election to assume the defense of in such Third Party Claim within 15 days of receipt of the applicable Claim Noticesettlement, (ii) the Indemnifying Party has the financial resources to pay sole relief provided in such settlement is monetary in damages that could reasonably be expected to arise from such Third Party Claimare paid in full by the Indemnifying Party, and (iii) such counsel selected settlement provides, in customary form, for the unconditional and full release of the Indemnified Party from all Liabilities in connection with such Third-Party Claim. The Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim controlled by the Indemnifying Party is reasonably satisfactory pursuant to this Section 9.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation unless, in the reasonable judgment of the Indemnified Party. Should , there is a conflict of interest (including the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable availability to the Indemnified Party under this Section 7.3 for any legal expenses subsequently incurred by of one or more defenses that are not available to the Indemnifying Party) that would prevent the same counsel from representing both the Indemnified Party and the Indemnifying Party, in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided that (1) if which case the Indemnified Party reasonably determines, after conferring with its shall be entitled to retain one separate counsel, that it is advisable for the reasonable costs and expenses of which shall be borne by the Indemnifying Party. Notwithstanding the foregoing, if a Third-Party Claim (i) primarily seeks non‑monetary relief, (ii) asserts Losses in excess of the applicable Liability cap set forth in Section 9.4 (after taking into account all prior and pending indemnifiable Losses) or (iii) involves a criminal proceeding against the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest(each, an “Excluded Matter”), then, in each case, the Indemnified Party shall have the right to employ counsel defend the applicable Third-Party Claim in accordance with Section 9.3(c) below. (limited to one law firmc) to represent it and in that In the event the fees and expenses of such separate counsel shall be paid by the Indemnifying Partyan Excluded Matter, and (2) or if the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by does not notify the Indemnified Party for any period during which that the Indemnifying Party has not assumed the defense thereof (other than during any period in which elects to defend the Indemnified Party shall have failed pursuant to give the Section 9.3(b) within 30 days after receipt of any Claim Notice as provided above). If (or notifies the Indemnifying Indemnified Party assumes within such defensetime period that it elects not to defend the Indemnified Party) then, in each such instance, the Indemnified Party shall have the right to participate in defend against 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 conclusively established for purposes of this Agreement and the Purchase Agreement that the claims made in that Third applicable Third-Party Claim are within the scope and subject be reimbursed for its reasonable cost and expense in regard to indemnification pursuant to this Article 7. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third such Third-Party Claim (and shall be liable for the reasonable fees and expenses of with counsel incurred selected by the Indemnified Party in defending all appropriate proceedings. In such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claimcircumstances, the Indemnified Party shall defend any such Third-Party Claim in good faith and have full control of such defense and proceedings; provided, that the Indemnified Party may not admit enter into any liability with respect to, or settle, compromise or discharge, settlement of such Third Third-Party Claim if indemnification is to be sought hereunder without the Indemnifying Party's prior written ’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this Section 9.3(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation. (cd) In order A claim for an indemnification for any matter not involving a Third-Party Claim shall be asserted by notice to the applicable Indemnifying Party as promptly as practicable after (and in no event later than 30 days after) the date on which the Indemnified Party to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out becomes aware of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness facts giving rise to the Indemnifying Party (including claim for indemnification, which notice shall describe in such notice a brief description reasonable detail the nature of the applicable claims, including damages sought or estimatedclaim and shall include, to the extent actually known by estimable, a reasonable estimate of the Indemnified PartyLosses expected to be incurred with respect thereto (if reasonably determinable); provided that . Notwithstanding the foregoing, the delay or failure to give such notification the notice provided in, or in accordance with, this Section 9.3(d) shall not affect relieve the indemnification provided Indemnifying Party of its obligations under Section 7.1 or 7.2 this Article 9, except to the extent the such Indemnifying Party has been is actually prejudiced as a result of by such delay or failure.

Indemnification Claims. (a) In order Promptly after the incurrence of any Losses by a party entitled to indemnification pursuant to Section 5.1 (an “Indemnitee”), including any claim by a third party described in subsection 5.2(b), which might give rise to indemnification, the Indemnitee shall deliver to the party from which indemnification is sought (the “Indemnitor”) a notice that specifies in a reasonable detail each individual item of Loss, the basis for an Indemnified Party any anticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder. Claims for Losses to which an Indemnitor shall not object in writing within thirty (30) days after receipt of notice, and claims for Losses which are contested and resolved by agreement or judicial determination or shall have been settled with the consent of the Indemnitor shall be paid within ten (10) days. (b) If a claim or demand is made against either party by any indemnification provided for under Section 7.1 or 7.2 in respect of, arising out of or involving, third party (a “Third Party Claim”) as to which the Indemnitor may be obligated to provide indemnification pursuant to this Agreement, such Indemnified Party must Indemnitee, within a reasonable time after receipt of such claim or demand, shall notify the Indemnifying Party Indemnitor in writing writing, and in reasonable detail, of the Third Party Claim (including in such notice a brief description of the applicable claims, including damages sought or estimated, “Claim Notice”). The failure by any Indemnitee to deliver a Claim Notice 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 Indemnitor shall not affect relieve the indemnification provided Indemnitor from any liability that it may have to such Indemnitee under Section 7.1 or 7.2 this Agreement, except to the extent that the Indemnifying Party Indemnitor shall have demonstrated that it has been actually prejudiced as a result of such failure. ThereafterUpon receipt of a Claim Notice, the Indemnified Indemnitor shall have the right, but not the obligation, to assume and control the defense and settlement of the Third Party Claim for and on behalf of the Indemnitee. The Indemnitor shall deliver have 5 (five) business days to notify the Indemnifying Party, within 10 Business Days after Indemnitee in writing of its decision in this regard. If the Indemnified Party's receipt thereof, copies Indemnitor is entitled to and elects to exercise its right to assume and control the defense and settlement of all notices and documents received by the Indemnified Party relating to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in , then the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost Indemnitor shall diligently and expense of the Indemnifying Party) 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 continuously defend such Third 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 through 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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying PartyIndemnitee, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 Indemnitee shall have the right to participate in the defense and settlement thereof and to employ counsel, at its own expense expense. The Indemnitee shall cooperate with the Indemnitor in the defense and settlement thereof (except as otherwise provided hereinincluding preserving and sharing relevant documents and records, attending and testifying at hearings and proceedings, and the like), separate from and the counsel employed Indemnitor shall not, without the Indemnitee’s prior written consent, settle such Third Party Claim unless the sole relief provided in such settlement is monetary in nature and shall be paid in full by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defenseIndemnitor. If the Indemnifying Party assumes Indemnitor declines to assume and control the defense of the Third Party Claim, it will be conclusively established for purposes of this Agreement and then the Purchase Agreement that the claims made in that Third Party Claim are within the scope and subject Indemnitee may proceed 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 counsel incurred by the Indemnified Party in defending such Third Party Claim) if defend the Third Party Claim seeks an orderas it sees fit, injunction or other equitable relief or relief for other than money damages with a full reservation of rights against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)Indemnitor. (c) In order for an Indemnified Party The Seller’s indemnification obligations shall not be affected by any investigation conducted or knowledge acquired (or capable of being acquired) by or on behalf of the Purchaser at any time, whether before or after the execution and delivery of this Agreement, with respect to be entitled to any indemnification provided for under this Agreement other than in respect of, arising out the accuracy or inaccuracy of or involving a Third Party Claimcompliance with any representation, such Indemnified Party shall deliver notice warranty, covenant or agreement. Neither the exercise of such claim with reasonable promptness to nor the Indemnifying Party (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); provided that failure to give such notification exercise the foregoing rights shall not affect constitute an election of remedies or limit in any manner the indemnification provided under Section 7.1 or 7.2 except to the extent the Indemnifying Party has been actually prejudiced as a result enforcement of such failureany other remedies that may be available.

Indemnification Claims. (a) In order for an Parent (on behalf of any Parent Indemnified Party Party) may, in accordance with the provisions of Article 9 of the Merger Agreement, from time to time deliver to the Stockholder Representative, with contemporaneous delivery to the Escrow Agent, a Claim Notice pursuant to Section 9.3(b) of the Merger Agreement containing (i) a description and, if known, the estimated amount of any Indemnifiable Losses incurred or reasonably expected to be entitled to any indemnification provided for under Section 7.1 or 7.2 in respect ofincurred by the Parent Indemnified Party, arising out of or involving, (ii) a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing reasonable explanation of the Third Party basis for the Claim (including in such notice a brief description of the applicable claims, including damages sought or estimated, Notice to the extent actually of the facts then known by Parent, and (iii) a demand for payment of 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to 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 ClaimClaimed Amount. (b) The Indemnifying Party will be entitled Within 20 days after delivery of a Claim Notice, pursuant to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense Section 9.3(c) of the Indemnifying Party) Merger Agreement, the Stockholder Representative will deliver to Parent, with counsel selected by contemporaneous delivery to the Indemnifying Party; provided that Escrow Agent, a Response, in which the Stockholder Representative will: (i) agree that the Indemnifying Party provides the Parent Indemnified Party notice of its election is entitled to assume the defense of such Third Party Claim within 15 days of receipt receive all of the applicable Claim NoticeClaimed Amount, in which event the Escrow Agent will promptly disburse the Claimed Amount to Parent from and to the extent of the Escrow Fund pursuant to Section 6(e) hereof; (ii) dispute that the Indemnifying Parent Indemnified Party has is entitled to receive all of the financial resources Claimed Amount, but agree that the Parent Indemnified Party is entitled to pay damages that could reasonably be expected receive the Agreed Amount (a “Partial Objection Notice”), in which event the Escrow Agent will promptly disburse the Agreed Amount to arise Parent from such Third Party Claim, and to the extent of the Escrow Fund pursuant to Section 6(e) hereof; or (iii) such counsel selected by dispute that the Indemnifying Parent Indemnified Party is reasonably satisfactory entitled to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party under this Section 7.3 for receive any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense 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 conclusively established for purposes of this Agreement and the Purchase 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 Claimed Amount (and shall be liable for the reasonable fees and expenses of 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld“Objection Notice”). (c) If the Stockholder Representative fails to deliver a Response to Parent within 20 days after delivery of the Claim Notice, then the Stockholder Representative will be deemed to have irrevocably accepted the Claim Notice and the Stockholder Representative will be deemed to have irrevocably agreed to the Claimed Amount. In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement other than in respect ofsuch event, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver Parent will send written notice of such claim with reasonable promptness failure to the Indemnifying Party (including in such notice a brief description of the applicable claimsEscrow Agent, including damages sought or estimated, who will promptly disburse to Parent from and to the extent actually known of the Escrow Fund the Claimed Amount pursuant to Section 6(e) hereof. (d) If a Partial Objection Notice or an Objection Notice is delivered by the Stockholder Representative in accordance with Sections 6(b)(ii) or 6(b)(iii) hereof, respectively, then the Claimed Amount less the Agreed Amount, if any, will be treated as a disputed claim and the amount of such disputed claim will be held by the Escrow Agent as an undivided portion of the Escrow Fund (which amount will continue to be available to satisfy other Claim Notices), and the Escrow Agent will make disbursements with respect thereto only in accordance with the Escrow Agent’s receipt of joint written instructions executed by Parent and the Stockholder Representative with respect to such amount following the resolution of such disputed claim pursuant to Section 10.12 of the Merger Agreement. (e) Any indemnification of the Parent Indemnified Party)Parties pursuant to Article 9 of the Merger Agreement will be effected by the disbursement to Parent of all or a portion of the Escrow Fund; provided provided, however, 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 Escrow Fund includes Additional Escrow Property at the time of any such disbursement to Parent pursuant to this Section 6(e), such disbursement shall consist of amounts of Parent Common Stock and Additional Escrow Property in proportion to the relative value of each in the Escrow Fund at the time of disbursement. Each Escrow Share consisting of Parent Common Stock having a deemed value equal to the average of the last closing sale prices for Parent Common Stock on NASDAQ, as reported in The Wall Street Journal, over the five consecutive trading days ending two trading days immediately preceding such disbursement. The deemed value of Additional Escrow Property shall be determined as follows: (i) If such property consists of securities that are traded on a result stock market, the per unit or share value of such failuresecurities shall be deemed to be the average of the last closing sale prices of such security on the primary stock exchange or other over-the-counter market on which such securities are listed or quoted over the five consecutive trading days ending two trading days immediately preceding such disbursement; and (ii) If such property does not consist of securities traded on a stock market, the value of such property shall be deemed to be its fair market value as mutually agreed upon by Parent and the Stockholder Representative; provided, however, that if Parent and the Stockholder Representative are unable to reach agreement on any valuation of such property or securities, such valuation shall be submitted to and determined by a nationally recognized independent investment bank selected by Parent and the Stockholder Representative (or, if such selection cannot be agreed upon promptly, or in any event within 10 days, then such valuation shall be made by a nationally recognized independent investment banking firm selected by the American Arbitration Association in Los Angeles, CA in accordance with its rules), the costs of which valuation shall be paid for by Parent.

Indemnification Claims. (a) In order for If an Indemnified Party is of the opinion that it has or may have a right to 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 this Agreement (an “Indemnification Claim”), such Indemnified Party must shall so notify the Indemnifying Party in writing a written notice (a “Claim Certificate”), prior to the expiration of the Third Survival Period (if applicable): (i) stating that such Indemnified Party Claim has directly or indirectly paid, sustained, suffered or incurred any Losses, or reasonably anticipates that it will directly or indirectly pay, sustain, suffer or incur any Losses, for which it is entitled to indemnification under this Agreement; (including ii) specifying in reasonable detail (to the extent available) the individual items of Losses included in the amount so stated (and the method of computation of each such notice item of Losses, if applicable), the date each such item of Losses was paid, sustained, suffered or incurred, or the basis for such reasonably anticipated Losses; (iii) a brief description of the applicable claims, including damages sought or estimated, in reasonable detail (to the extent actually known by the available to such Indemnified Party) within 20 Business Days after receipt by of the facts, circumstances or events giving rise to each item of Losses based on 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 has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within 10 Business Days after the Indemnified Party's receipt ’s good faith belief thereof, including the identity and address of any third-party claimant and copies of all notices any formal demand or complaint relating thereto; and documents received by (iv) the Indemnified Party relating basis for indemnification under this Agreement to which such Third Party Claimitem of Losses is related. (b) The In the event that the Indemnifying Party will be entitled shall seek to participate contest any individual items of Losses set forth in a Claim Certificate, the defense thereof andIndemnifying Party shall so notify the Indemnified Party in writing within thirty (30) days after receipt of such Claim Certificate, if it so chooses, to assume the defense thereof (at the sole cost and expense which notice shall set forth a brief description in reasonable detail of the Indemnifying Party) with counsel selected by ’s basis for objecting to each item of Loss. In the Indemnifying Party; provided event that (i) the Indemnifying Party provides shall fail to object to any items of Loss set forth in a Claim Certificate within the Indemnified Party notice of its election to assume the defense of such Third Party Claim within 15 days of receipt of the applicable Claim Noticeforegoing thirty-day period, (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 will not be liable to the Indemnified 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 investigation or of assistance as contemplated by this Section 7.3; provided that (1) if the Indemnified Party reasonably determines, after conferring with its counsel, that it is advisable for the Indemnified Party to be represented by separate counsel due to actual or potential conflicts of interest, the Indemnified Party shall have the right to employ counsel (limited to one law firm) to represent it and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party, and (2) the Indemnifying Party shall be liable for the reasonable fees deemed to have irrevocably agreed and expenses of counsel employed by the Indemnified Party 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 consented 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 conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by indemnify the Indemnified Party in defending respect of such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 items 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (upon the Indemnifying Party's reasonable request) the provision pursuant to the Indemnifying Party terms 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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld)this Agreement. (c) 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 to the Indemnifying Party (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); 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) In order the event that Purchaser asserts the existence of a claim for an Indemnified Party indemnification under Section 6.1(a), Purchaser shall give written notice of such claim to the Company and the Escrow Agent in accordance with the terms of the Escrow Agreement on or before September 1, 2000. Such written notice shall state that it is being given pursuant to this Section 6.3, specify the nature and amount of the receivables Purchaser is claiming are uncollectible, attach evidence of Purchaser's good faith effort to collect such receivables and indicate the date on which such claim shall be deemed accepted (such date to be established in accordance with the next sentence). If the Company does not give written notice announcing the Company's intent to contest Purchaser's claim (or the amount thereof) within 30 days of receiving notice thereof, such claim shall be deemed accepted and the Escrow Agent may disburse funds from the Indemnity Deposit in accordance with the terms of the Escrow Agreement to cover such claim. In the event, however, that the Company contests such claim (or the amount thereof) by giving written notice to Purchaser and the Escrow Agent in accordance with the terms of the Escrow Agreement within said period, then the parties shall act in good faith to reach agreement regarding such claim. If the parties cannot resolve such dispute after good faith negotiations with respect thereto within 30 days after the notice of contest provided by the Company, such dispute shall be submitted to arbitration in accordance with provisions of Section 7.10. In the event that arbitration shall arise with respect to any such claim, the prevailing party shall be entitled to reimbursement of costs and expenses incurred in connection with such arbitration, including reasonable attorneys' fees. (b) Promptly after any indemnification provided for party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), of the commencement of any action or proceeding by a Third Person that the Indemnified Party believes in good faith is an indemnifiable claim under Section 7.1 6.1(b) or 7.2 in respect of, arising out of or involving, a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of 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 has been actually prejudiced as a result of such failure. Thereafter6.2, the Indemnified Party shall deliver give to the party obligated to provide indemnification pursuant to Section 6.1(b) or 6.2 hereof (hereinafter the "Indemnifying Party") written notice of such claim or the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof, within 10 Business Days after the Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party's receipt thereof, copies of all notices and documents received by the Indemnified Party relating to such Third Party Claim. (b) The Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (at the sole cost and expense of the Indemnifying Party) 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 Third Party Claim within 15 days of receipt of the applicable Claim Notice, (ii) possession or control. After the Indemnifying Party has notified the financial resources Indemnified Party of its intention to pay damages that could reasonably be expected undertake to arise from defend or settle any such Third Party Claimasserted liability, and (iii) such counsel selected by for so long as the Indemnifying Party is reasonably satisfactory to the Indemnified Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claimdiligently pursues such defense, the Indemnifying Party will shall not be liable to the Indemnified Party under this Section 7.3 for any additional legal expenses subsequently incurred by the Indemnified Party in connection with the any defense thereof other than reasonable costs or settlement of investigation or of assistance as contemplated by this Section 7.3such asserted liability; provided provided, however, that (1) if the Indemnified Party reasonably determinesshall be entitled, after conferring with at its counselexpense, that it is advisable for to participate in the defense of such asserted liability and the negotiations of the settlement thereof. The Indemnifying Party shall not settle any such Third Person claim without the consent of the Indemnified Party, unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, the Indemnified Party. If the Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim and the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party's liability under this Section with respect to such Third Person claim shall be represented limited to the amount so offered in settlement by separate counsel due to actual or potential conflicts of interestsaid Third Person; provided, however, that notwithstanding the foregoing, the Indemnified Party shall have the right be entitled to employ counsel (limited refuse to one law firm) consent to represent it any such proposed settlement and in that event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party's liability hereunder shall not be limited by the amount of the proposed settlement if such settlement does not provide for the complete release of the Indemnified Party. If, and (2) upon receiving notice, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has does not assumed the defense thereof (other than during any period in timely undertake to defend such matter to which the Indemnified Party shall have failed is entitled to give the Claim Notice as provided above). If the Indemnifying Party assumes indemnification hereunder, or fails diligently to pursue such defense, the Indemnified Party shall have the right to participate in the may undertake such defense thereof and to employ counselthrough counsel of its choice, at its own the cost and expense (except as otherwise provided herein), separate from the counsel employed by of the Indemnifying Party, it being understood that and the Indemnified Party may settle such matter, in its discretion, and the Indemnifying Party shall control such defense. If the Indemnifying Party assumes the defense of the Third Party Claim, it will be conclusively established for purposes of this Agreement and the Purchase 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 counsel incurred by reimburse 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 money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any 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 the parties hereto reasonably necessary for such defense or prosecution shall reasonably cooperate in the defense or prosecution thereof, which cooperation shall include (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 chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third 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, the Indemnifying Party shall not consent to entry of any judgment or 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 of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party's prior written consent (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, arising out of or involving a Third Party Claim, such Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party (including paid in such notice a brief description of the applicable claims, including damages sought or estimated, to the 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.settlement