Common use of Indemnification Procedure for Third Party Claims Clause in Contracts

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) 8.3.1 In the event that any party person or entity entitled to indemnification under this Agreement (an "Indemnified Party") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "Third Party Claim"), against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person (Party shall give written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary, by in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such Indemnified Person of notice of the Third-Party Claimclaim); provided, however, that the failure to give a Third-Party Claim Notice on a timely basis such notice shall not affect the indemnification provided right to indemnity hereunder except to the extent the Indemnifying Person Party is prejudiced by such delay. The Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Upon the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s electionParty of notice of such claim, to assume conduct at its expense the defense against such claim in its own name, or participate if necessary in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense name of the Third-Party ClaimIndemnified Party; provided, the Indemnifying Person shall give however, that the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party shall have the right to approve the defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval. 8.3.2 In the event that the Indemnifying Party shall fail to timely give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim only with the prior consent of the Indemnifying Party (which consent shall not be unreasonably withheld or reject delayed) and the Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. 8.3.3 In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party will cooperate with and related expensesmake available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such settlement includes a written admission of guilt. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (A) to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party or (B) in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of such defense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder); provided, however, that the Indemnifying Party shall have the right to settle such claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If an offer is made to settle a Third Party Claim which all parties to such Third Party Claim (including the Indemnifying Party) are prepared to settle and which offer the Indemnifying Party is permitted to settle under this Section 8.3.2 only upon rejection the prior ------------- written consent of any settlement and related expensesthe Indemnified Party, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within (30) calendar days after its receipt of such notice, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall may continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify Party as to such Third Party Claim will not exceed the Indemnified Person for all reasonable fees amount of such settlement offer, plus costs and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses paid or incurred by the Indemnified Person in connection with such Claim; (b) assumes Party through the defense end of such Third-Party Claim; (30) day period. 8.3.4 Any judgment entered, order issued or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and (c) takes such other actions as shall conclusively be deemed to be an obligation with respect to which the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability Party is entitled to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Initial Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement or an Affiliate of such a party (including, but not limited to any Governmental Entity) (a "Third Party Claim") against such Indemnified Party, against which a Party is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within thirty (30) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, (which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel")), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed. (a) In the event that any party (the “Indemnified Person”) desires Indemnifying Party shall fail to make a claim against any other party (give such notice, it shall be deemed to have elected not to conduct the “Indemnifying Person”) defense of the subject claim, and in connection with any Losses for which such event the Indemnified Person may seek indemnification hereunder Party shall have the right to conduct such defense in respect good faith and to compromise and settle the claim without prior consent of a claim or demand made by any Person not a party the Indemnifying Party and the Indemnifying Party will be (b) In the event that the Indemnifying Party does elect to this Agreement against conduct the defense of the subject claim, the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify will cooperate with and make available to the Indemnifying Person in writingParty such assistance and materials as may be reasonably requested by it, all at the expense of the Third-Indemnifying Party, and the Indemnified Party shall have the reasonable right at its expense to reasonably participate in the defense assisted by counsel of its own choosing at its own expense, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, the Indemnifying Party will not enter into any settlement of any Third Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receiptor cease to defend against such claim, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure if pursuant to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced or as a result of such failure. Upon receipt settlement or cessation (i) injunctive or other equitable relief would be imposed against the Indemnified Party or its Affiliates; or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Third-Indemnified Party Claim Notice from or its Affiliates for which the Indemnified PersonParty is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to accept pursuant to the preceding sentence, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Person shall be entitled, at Party will give written notice to the Indemnified Party to that effect. If the Indemnified Party notifies the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior wish such offer to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) be accepted within twenty calendar days after the giving its receipt of such notice, the Indemnified Person shall be permitted Party may elect by such notice to effect the Indemnifying Party to continue to contest or defend such Third Party Claim, and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees offer, plus costs and expenses paid or incurred by the Indemnified Person in connection with Party through the end of such Claim; (b) assumes twenty day period. Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could have a Material Adverse Effect on the Indemnified Party or its Affiliates (and the cost of such Third-defense shall constitute a Loss for which the Indemnified Party Claim; and is entitled to indemnification hereunder). (c) takes such other actions as Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability Party is entitled to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) 6.5.1 In the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify the Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Person in writingParty”), then such Indemnified Party shall give written notice thereof, together with a statement of the Third-any available information regarding such Third Party Claim to the applicable Indemnifying Party within sixty (a “Third-Party Claim Notice”60) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Third Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that failure to give such written notice within any particular time period shall not adversely affect the Indemnified Party’s right to indemnification except, and to the extent that, the Indemnifying Party can show that the failure to give such notification on a timely basis adversely affected the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the “Defense Notice”), within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense, the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement and related expensesor cessation, (a) injunctive or other equitable relief would be imposed against the Indemnified Person shall assume control of the defense of Party, or (b) each claimant or plaintiff in such Third-Third Party Claim and has not given to the liability of the Indemnifying Person Indemnified Party an unconditional release from all Liability with respect to such Third-Third Party Claim. 6.5.2 Notwithstanding anything contained in Section 6.5.1 to the contrary, the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim if any of the following conditions are not satisfied: (a) the Indemnifying Party shall acknowledge in writing that it shall be limited fully responsible for all Losses relating to the amount or the monetary equivalent of the rejected settlement and related expenses.such proceeding; (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with must diligently defend such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person.proceeding; (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from must furnish the Indemnified Person, Party with evidence that the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance financial resources of the Indemnifying PersonParty (or the funds available in the Escrow Account with respect to claims against the Escrow Account), in the Indemnified Party’s ability reasonable judgment, are and will be sufficient (when considering Losses in respect of all other outstanding claims) to fulfill its obligations satisfy any Losses relating to such proceeding; (d) such proceeding shall not involve criminal actions or allegations of criminal conduct by the Indemnifying Party, and shall not involve claims for specific performance or other equitable relief; and (e) there does not exist, in the Indemnified Party’s good faith judgment, based on the advice of outside legal counsel, a conflict of interest which, under this Article 10 applicable principles of legal ethics, could reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in connection with such Third-Party Claimproceeding.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-initiation of any legal proceeding against an Indemnified Party Claim (by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the absolute right after the receipt of notice, at its option and at its own expense, to approve be represented by counsel of its choice, and to defend against, negotiate, settle (as provided below) or reject the settlement and related expensesotherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that upon rejection the Indemnified Party may participate in any such proceeding with counsel of its choice and at its expense. The Indemnifying Party shall not effect any settlement without the consent of the Indemnified Party other than for the payment of money damages in a single lump sum in exchange for a full release of the Indemnified Party with respect to the claim in question without the requirement of any settlement admission of liability or wrongdoing. To the extent the Indemnifying Party elects not to defend such proceeding, claim or demand, and related expensesthe Indemnified Party defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Party may retain counsel, at the expense of the Indemnifying Party, and control of the defense of such Third-proceeding. To the extent the Indemnifying Party Claim fails or elects not to defend such proceeding, claim or demand and the liability Indemnified Party defends against or otherwise deals with any proceeding, claim or demand, the Indemnified Party will act reasonably and in accordance with its good faith business judgment, and shall not effect any settlement without the consent of Indemnifying Party, which consent shall not be unreasonably withheld. The parties to this Agreement agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand pursuant to this Article XII. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the time in which to appeal therefrom has expired, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Person Party shall arrive at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnifying Party hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by it with respect to such Third-matter and the Indemnifying Party Claim shall be limited pay all of the sums so owing to the amount Indemnified Party by wire transfer, certified or the monetary equivalent of the rejected settlement and related expenses. bank cashier’s check within thirty (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (1530) days after the giving date of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice together with a statement of any available information describing such Indemnified Person must notify claim in reasonable detail (and attaching a copy of all papers served with respect to such claim) to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than within fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim) (the “Claim Notice”). The Indemnifying Party shall have the right, by such upon written notice to the Indemnified Person Party (the “Defense Notice”) within fifteen (15) days after receipt from the Indemnified Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (x) the Third Party Claim seeks injunctive or reject other equitable relief or the outcome otherwise could have an adverse effect on the Development Work, (y) the Indemnified Party, in the claim notice to the Indemnifying Party, states that, based on advice of counsel, it believes that its interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Party, or (z) such Indemnifying Party is unable to or does not provide the Indemnified Party with reasonable assurance of its ability to pay the expenses of the defense against such Third Party Claim. (i) In the event that the Indemnifying Party shall fail to give the Defense Notice within the time period described above, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim without prior consent of the Indemnifying Party and such Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. If the Indemnifying Party is not entitled to assume the defense of a Third Party Claim because of reasons set forth in the last sentence of the preceding paragraph, the Indemnified Party may not settle the Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, if such settlement would lead to any liability or create any other obligation of the Indemnifying Party. (ii) In the event that the Indemnifying Party delivers a Defense Notice within the time period described above and related expensesthereby elects to conduct the defense of the subject claim, the Indemnifying Party shall diligently conduct such defense and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (iii) The Indemnifying Party may enter into any settlement of any Third Party Claim or cease to defend against such claim; provided, however, that upon rejection the Indemnifying Party may not enter into any settlement of any settlement and related expenses, Third Party Claim or cease to defend against such claim without the prior written consent of the Indemnified Person shall assume control Party if pursuant to or as a result of such settlement or cessation, (A) injunctive or other equitable relief would be imposed against the Indemnified Party, or (B) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the defense of such Third-Indemnified Party Claim and for which the liability of Indemnified Party is not entitled to indemnification hereunder. (iv) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Person Party, and shall conclusively be deemed to be an obligation with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be is entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide prompt indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that any Promptly after receipt by a party entitled to indemnification hereunder (the “Indemnified PersonParty”) desires of written notice of the institution of any legal proceeding, or of any claim or demand, asserted by a third party (a “Third Party Claim”) against the Indemnified Party with respect to make which a claim against any for indemnification is to be made pursuant to Section 8.01 or 8.02 herein, the Indemnified Party shall give written notice to the other party (the “Indemnifying PersonParty”) of such Third Party Claim. The Indemnifying Party shall be entitled to participate in and to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of such assumption of defense, and provided that the Indemnifying Party continues to diligently pursue such defense, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof. Notwithstanding the foregoing, an Indemnified Party shall in all cases be entitled to control its defense, including, without limitation, the selection of separate counsel (at the cost and expense of the Indemnifying Party), of any Losses for which the Indemnified Person Third Party Claim if such claim: (i) may seek indemnification hereunder result in injunctions or other equitable remedies in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person Party which would affect its business or operations in any materially adverse manner; (ii) may result in material liabilities which may not be fully indemnified hereunder; (iii) may have a “Third-significant adverse impact on the business or the financial condition of the Indemnified Party Claim”)(including, such without limitation, a Material Adverse Effect on the tax liabilities, earnings or ongoing business relationships of the Indemnified Person must notify Party) even if the Indemnifying Person Party pays all indemnification amounts in writingfull or (iv) the anticipated defendants in any such situation, of proceeding or action include, without limitation, both the Third-Indemnified Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent and the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified PersonParty, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party shall have reasonably concluded that there may be legal defenses available to it which are different from, additional to or inconsistent with those available to the right to approve or reject the settlement and related expensesIndemnifying Party; provided, however, that upon rejection in no event shall an Indemnifying Party be required to pay fees and expenses under this indemnity for more than one firm of attorneys (in addition to local counsel) in any jurisdiction in any one legal action or group of related legal actions. No Indemnifying Party will enter into any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Third Party Claim shall be limited to without the amount or the monetary equivalent prior written consent of the rejected Indemnified Party unless such settlement (a) requires solely the payment of money damages by the Indemnifying Party and related expenses. (b) The includes, without limitation, as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Person shall retain Party and the right to employ its own counsel and to discuss matters with persons for whom the Indemnifying Person related Indemnified Party is acting or who are acting on behalf of the Indemnified Party from all liability in respect of the proceeding giving rise to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that case of any claim asserted by a third party (which claim is subject to indemnification by the “Indemnified Person”) desires to make a claim against any other either party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person hereunder, (a “Third-Party Claim”), such Indemnified Person must the party seeking indemnification (the “Indemnitee”) shall notify the Indemnifying Person other party (the “Indemnitor”) promptly after has actual knowledge of any such Third-Party Claim as to which indemnity may be sought (provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder except to the extent materially prejudiced by such failure), and Indemnitee shall permit the Indemnitor, at its sole expense, to assume the defense of any such Third-Party Claim, provided that Indemnitee may participate in writingsuch defense or administration at Indemnitee’s sole expense (provided, however, that if a conflict of interest exists such that separate counsel must be engaged by Indemnitee and the Indemnitor, the Indemnitor shall be responsible for the reasonable fees and costs for such counsel for Indemnitee). The Indemnitor, in the defense of any such Third-Party Claim, shall not, except with the consent of Indemnitee, which Indemnitee agrees will not be unreasonably withheld, conditioned or delayed with respect to a monetary settlement, judgment or relief, (a) consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief against Indemnitee or (b) pursue any course of defense of any such Third-Party Claim subject to indemnification hereunder if Indemnitee shall reasonably and in good faith determine that the conduct of such defense could be expected to adversely affect in any material respect Indemnitee, its direct or indirect owners, the use of the Property or Interest to which the Third-Party Claim (relates. In addition, if the Indemnitor obtains and desires to accept from a “party to any such Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure an offer to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of settle the Third-Party Claim Notice from solely for an amount certain, then Indemnitee agrees that if requested by the Indemnified PersonIndemnitor, the Indemnifying Person shall be entitledIndemnitee will, at the Indemnifying Person’s electionits sole expense, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and thereafter the liability of the Indemnifying Person Indemnitor’s obligation with respect to such Third-Party Claim shall be limited to not exceed the costs of defense then incurred and the dollar amount or the monetary equivalent of the rejected settlement the Indemnitor proposed to accept immediately prior to such assumption by Indemnitee, it being agreed between Indemnitee and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel Indemnitor that Indemnitee will pay any greater amounts owing and to discuss matters with bear any other impositions in excess of those contemplated in the Indemnifying Person related to proposed settlement arrangement. In the event that the Indemnitor does not accept the defense of any matter as above provided, Indemnitee shall have the full right to defend against any such Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear Claim or demand and shall be solely responsible for entitled to settle or agree to pay in full such Third-Party Claim or demand, in its own costs sole discretion. In any event, the Indemnitor and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person Indemnitee shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse action or claim subject to this Agreement and each agrees to make its records available to the Indemnifying Person. (c) If other with respect to such defense as reasonably requested and to the Indemnifying Person fails extent doing so does not compromise any claim of privilege or any other defense available to give notice of the assumption it. Acceptance of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt or of the administration of any Third-Party Claim Notice from by the Indemnified PersonIndemnitor shall be without prejudice to the Indemnitor’s right to assert at any time before or after accepting such defense or administration that it is not obligated to provide an indemnity, either in whole or in part, with respect to such Third-Party Claim. In the Indemnifying Person event that the Indemnitor asserts that it is not obligated to provide an indemnity to Indemnitee with respect to a Third-Party Claim, Indemnitee shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue have the right to defend such Third-Party Claim andClaim, in such eventand if the Indemnitor is adjudicated liable for indemnifying Indemnitee, the Indemnifying Person Indemnitor shall indemnify the Indemnified Person reimburse Indemnitee for all reasonable fees and its out-of-pocket expenses in connection therewith (provided it is a defending such Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement all settlements and judgments reasonably incurred as a result of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that of the initiation of any party (legal proceeding against an Indemnitee by a third party, the “Indemnified Person”) desires Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (the “Indemnifying Person”) in connection be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim proceeding, claim, or demand made by which relates to any Person not a party to this Agreement loss, liability or damage indemnified against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseshereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties will cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel, at the expense of the Indemnitor, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the liability time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of the Indemnifying Person any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or the monetary equivalent of the rejected settlement and related expenses. bank cashier's check within thirty (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (1530) days after the giving date of such notice. Notwithstanding the foregoing, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms provisions of this Article 10 for Section 8.5 will govern all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claimindemnification claims made thereunder.

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted or sought to be collected by a third-party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), such the Indemnified Person must Party shall promptly notify the Indemnifying Person Party in writing, writing of the Third-such Third Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim); provided, that the failure to give a Third-Party Claim Notice on a timely basis provide prompt notice shall not affect release the indemnification provided Indemnifying Party from any obligations hereunder except to the extent the such Indemnifying Person shall have been actually and Party is materially prejudiced as a result of by such failurefailure and shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article IX. Upon receipt The Claim Notice shall specify in reasonable detail the amount of the Third-Loss, if known, and contain a reference to the provision(s) of this Agreement in respect of which such right of indemnification is claimed or arises. The Indemnified Party shall enclose with the Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense a copy of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person all papers served with respect to such Third-Third Party Claim Claim, if any, and any other documents evidencing such Third Party Claim. For all purposes of this Article IX, the Sellers’ Representative shall be limited considered the “Indemnifying Party” for purposes of receiving any notices related to the amount or the monetary equivalent of the rejected settlement and related expensesclaims for indemnification by Buyer Indemnified Parties. (b) The Indemnifying Party shall have the right to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom (a “Third Party Defense”) by written notice to the Indemnified Person Party, including (i) the employment of counsel reasonably satisfactory to the Sellers’ Representative, in the case of Seller Indemnified Parties, or Buyer, in the case of Buyer Indemnified Parties, (ii) the obligation to pay all expenses in connection therewith and (iii) the right to settle or compromise the Third Party Claim with the consent of the Indemnified Party, which consent shall retain not be unreasonably withheld or delayed, provided that no such consent shall be required if the settlement or compromise does not include remedies other than the payment of monetary damages or an admission of culpability. The Indemnified Party shall have the right to employ its own separate counsel in any such Proceeding and to discuss matters with participate in the Third Party Defense thereof, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (i) the Indemnifying Person related Party has agreed to pay the fees and expenses of such counsel, (ii) the Indemnifying Party shall have failed promptly (after notice thereof from any Indemnified Party) to assume the defense of such Proceeding and employ counsel reasonably satisfactory to the Indemnified Party in any Third-such Proceeding or (iii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnifying Party Claimand the Indemnified Party, and such Indemnified Party reasonably believes that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party (in which case, if the Indemnified Party notifies the Indemnifying Party that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of which has been assumed by such Proceeding on behalf of the Indemnified Party); it being understood, however, that the Indemnifying Person pursuant to Section 10.3(a) of this AgreementParty shall not, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with any one such participation; provided, however, that, subject to Section 10.3(a) above, all decisions Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction arising out of the Indemnifying Person shall same general allegations or circumstances, be final and liable for the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for such Indemnified Party, which firm shall be designated by the Sellers’ Representative, in connection therewith (provided it is a Third-Party Claim for which the case of Seller Indemnified Parties, or Buyer, in the case of Buyer Indemnified Parties, and shall be reasonably satisfactory to the Indemnifying Person is otherwise obligated to provide indemnification hereunder)Party. The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in If the defense Indemnified Party so assumes the Third Party Defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party ClaimProceeding, the Indemnified Person shall furnish Party will not, without the Indemnifying Person with Party’s prior written notice consent, settle, compromise or consent to the entering of any proposed settlement judgment in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving respect of such notice, the Indemnified Person shall which indemnity may be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claimsought hereunder.

Indemnification Procedure for Third Party Claims. (a) In Except as ------------------------------------------------ otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any Legal Proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person Indemnitor shall be entitledentitled to assume the defense thereof, at the Indemnifying Person’s election, to assume or participate in Indemnitor's sole expense. If the Indemnitor assumes the defense of any Third-Party Claim at Legal Proceeding, it will not settle the cost Legal Proceeding without the prior written consent of Indemnifying Personthe Indemnitee (which shall not be unreasonably withheld or delayed). In any case The Indemnitee shall cooperate in which all reasonable respects with the Indemnifying Person assumes Indemnitor and its attorneys in the investigation, trial and defense of any Legal Proceeding and any appeal arising therefrom (including the Third-Party Claimfiling in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such Legal Proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 9.4 hereof, the Indemnifying Person Indemnitor does not undertake to defend any such Legal Proceeding, the Indemnitee may, but shall give the Indemnified Person ten (10) calendar days’ notice prior to executing have no obligation to, contest or defend against any settlement agreement Legal Proceeding and the Indemnified Person Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right to approve or reject assume the settlement and related expensesdefense of the Legal Proceeding at the expense of the Indemnitor with counsel reasonably acceptable to the Indemnitor; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control Indemnitee may not settle such Legal Proceeding without the consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that of any party (------------------------------------------------ Indemnity Claim brought by a third party, Indemnitor shall promptly notify the “Indemnified Person”) desires to make a claim against any other party (Indemnitee of such Indemnity Claim, specifying in reasonable detail the “Indemnifying Person”) in connection with any Losses for Indemnity Claim and the circumstance under which it arose, and the Indemnified Person may seek indemnification hereunder in respect amount of a claim or demand made by any Person not a party to this Agreement the liability asserted against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, Indemnitee by reason of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Indemnity Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person Within ten (10) calendar days’ business days of the receipt of such notice prior (or sooner if the nature of the Indemnity Claim so requires) the Indemnitor shall notify the Indemnitee of its intent to executing compromise or defend such Indemnity Claim or to Contest. Any Contest shall be governed by the provisions of Section 10.2 herein. The Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any settlement agreement such Indemnity Claim. If the Indemnitor elects to compromise or defend such Indemnity Claim, the Indemnitee shall cooperate, at the expense of the Indemnitor, in the compromise of, or defense against, such Indemnitee Claim. If the Indemnitor fails to notify the Indemnitee of its election as herein provided or loses the Contest as provided in 10.2 herein, the Indemnitee may pay, compromise or defend such Indemnity Claim. Except as otherwise provided herein, in the event of the initiation of any Indemnity Claim against an Indemnitee by a third party and the Indemnified Person Indemnitor elects to compromise or defend, the Indemnitor shall have the absolute right after the receipt of notice, at its option and at its own expense, to approve be represented by counsel of its choice, and to defend against, negotiate, settle or reject the settlement and related expensesotherwise deal with any Indemnity Claim,; provided, however, that upon rejection the Indemnitee may participate in any -------- ------- such proceeding with counsel of its choice and at its expense and the Indemnitor shall not settle any such Indemnity Claim unless the Indemnitor is fully released without any admission of liability. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such Indemnity Claim. To the extent the Indemnitor elects not to defend such Indemnity Claim, and related expensesthe Indemnitee defends against or otherwise deals with any such Indemnity Claim, the Indemnified Person shall assume Indemnitee may retain counsel, at the expense of the Indemnitor, and control of the defense of such Third-Party Indemnity Claim. If the Indemnitee shall settle any such Indemnity Claim and without the liability consent of the Indemnifying Person Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Article X with respect to any loss, liability, claim, obligation, damage and expense occasioned by such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensessettlement. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make If a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified claim, action, suit or proceeding by a Person may seek indemnification hereunder in respect of a claim or demand made by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate thereof (a “Third-Third Party Claim”) is made against any Person entitled to indemnification pursuant to Section 6.2 hereof (an “Indemnified Party”), and if such Person intends to seek indemnity with respect thereto under this Article 6, such Indemnified Person must notify Party shall promptly give a Notice of Claim to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by obligated to indemnify such Indemnified Person of notice of Party (such notified Party, the Third-Party Claim“Responsible Party”); provided, provided that the failure to give a Third-Party such Notice of Claim Notice on a timely basis shall not affect relieve the indemnification provided hereunder Responsible Party of its obligations hereunder, except to the extent that the Indemnifying Person shall have been Responsible Party is actually and materially prejudiced as a result of such failurethereby. Upon receipt of the Third-The Responsible Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right right, but not the obligation, within thirty (30) days after receipt of such Notice of Claim to approve or reject assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement and related expensesor defense thereof; provided, however, that upon rejection such Responsible Party will not be entitled to assume (or, in the case of clause (iii) below, will be entitled to assume jointly with the Indemnified Party) the settlement or defense of any settlement and related expensessuch Third Party Claim if: (i) such Responsible Party shall not have acknowledged in writing its obligation to indemnify the Indemnified Party in respect of such Third Party Claim pursuant to this Agreement; (ii) such claim, based on the remedy being sought, could result in criminal Liability of, or equitable remedies against, the Indemnified Person shall assume control Party; (iii) the Indemnified Party reasonably believes (based upon the advice of its counsel) that the interests of the defense of such Third-Responsible Party Claim and the liability of the Indemnifying Person Indemnified Party with respect to such Third-claim are in actual or potential conflict with one another, and as a result, the Responsible Party Claim could not adequately represent the interests of the Indemnified Party in such claim; or (iv) the claim is subject to the Cap, if applicable, and asserts an amount of Losses which, when taken together with all amounts paid to the Indemnified Party for resolved indemnification claims that are subject to the Cap and the maximum aggregate amount of Losses alleged in all other unresolved indemnification claims that are subject to the Cap, exceeds the Cap; provided, further that the Indemnified Party shall cooperate with the Responsible Party in connection therewith and the Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (it being understood that the fees and expenses of such counsel shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesborne by such Buyer Indemnitee). (b) The Indemnified Person shall retain During the right to employ its own counsel and to discuss matters with thirty (30) day period described in Section 6.3(a) (or until the Indemnifying Person related to Responsible Party delivers a written notice assuming the defense of any Third-the applicable Third Party ClaimClaim in accordance with Section 6.3(a), the Indemnified Party may (at the Indemnified Party’s expense) make such filings, including motions for continuance (and answers if a motion for continuance has not been granted), as may be necessary to preserve the Parties’ positions and rights with respect to such claim. In the event, however, that the Responsible Party declines or fails to assume the defense of which has been assumed by the Indemnifying Person pursuant Third Party Claim on the terms provided in Section 6.3(a), or to Section 10.3(a) of this Agreement, but employ counsel reasonably satisfactory to the Indemnified Person Party, in either case, within such thirty (30) day period, or if the Responsible Party is not entitled to assume the defense of the Third Party Claim in accordance with Section 6.3(a), then the Responsible Party shall bear pay the reasonable and shall be solely responsible documented fees and disbursements of counsel for its own costs and expenses in connection with such participationthe Indemnified Party as incurred; provided, however, that, subject that the Responsible Party shall not be required to Section 10.3(a) above, pay the fees and disbursements of more than one counsel for all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person indemnified parties in all respects any jurisdiction in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Personsingle Action. (c) If Notwithstanding anything to the Indemnifying Person fails to give notice contrary set forth in Section 6.3(a) or (b), (i) the Responsible Party shall not, without the prior written consent of the assumption Indemnified Party (such consent not to be unreasonably delayed or withheld), consent to the entry of any judgment or enter into any settlement or compromise with respect to any Third Party Claim unless the judgment or proposed settlement or compromise (A) involves only the payment of money damages that is payable in full by the Responsible Party and does not impose an injunction, other equitable relief or term upon the Indemnified Party that in any manner affects, restrains or interferes with the business of the defense Indemnified Party and any of such Indemnified Party’s Affiliates, (B) includes an unconditional release of the Indemnified Party and its or his Affiliates, Representatives, equity holders, members, managers and partners and their respective successors and assigns from all Liability arising out of or related to such claim and (C) does not contain any admission or statement suggesting any wrongdoing or Liability on behalf of the Indemnified Party, and (ii) the Indemnified Party shall not, without the prior written consent of the Responsible Party (such consent not to be unreasonably delayed or withheld), consent to the entry of any Third-judgment or enter into any settlement or compromise with respect to any Third Party Claim within if the Responsible Party shall have any Liability as a reasonable time period not to exceed forty-five result thereof. (45d) days after receipt All of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person Parties shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel reasonably cooperate in the defense or prosecution of any Third-Third Party Claim the defense in respect of which it does not assume. Prior to effectuating any settlement indemnity may be sought hereunder and each of Buyer and the Company (or a duly authorized Representative of such Third-Party Claim, the Indemnified Person Party) shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such noticerecords, the Indemnified Person shall information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person reasonably requested in connection with such Claimtherewith; (b) assumes the defense of such Third-provided, however, that in no event shall a Party Claim; and (c) takes such be required to make available to any other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claimany Privileged Information.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any Legal Proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person Indemnitor shall be entitledentitled to assume the defense thereof, at the Indemnifying Person’s election, to assume or participate in Indemnitor's sole expense. If the Indemnitor assumes the defense of any Third-Party Claim Legal Proceeding, it will not settle the Legal Proceeding without the prior written consent , of the Indemnitee (which shall not be unreasonably withheld or delayed). The Indemnitee shall cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any Legal proceeding and any appeal arising therefrom (including the filing in the Indemnitee's name of appropriate cross claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of such Legal Proceeding controlled by the Indemnitor and any appeal arising therefrom. If after receipt of a written notice pursuant to Section 9.5 hereof, the Indemnitor does not undertake to defend any such Legal Proceeding, the Indemnitee may, but shall have no obligation to, contest or defend against any Legal Proceeding and the Indemnitor shall be bound by the result obtained with respect thereto by the Indemnitee (including, without limitation, the settlement thereof without the consent of the Indemnitor). If there are one or more legal defenses available to the Indemnitee that conflict with those available to the Indemnitor, the Indemnitee shall have the right, at the cost expense of Indemnifying Person. In any case in which the Indemnifying Person assumes Indemnitor, to assume the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesLegal Proceeding; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control Indemnitee may not settle such Legal Proceeding without the consent of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim Indemnitor, which consent shall not be limited to the amount unreasonably withheld or the monetary equivalent of the rejected settlement and related expensesdelayed. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that of the initiation of any party (legal proceeding against an Indemnitee by a third party, the “Indemnified Person”) desires Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (the “Indemnifying Person”) in connection be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim proceeding, claim, or demand made by which relates to any Person not a party to this Agreement loss, liability or damage indemnified against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseshereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties will cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel, at the expense of the Indemnitor, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the liability time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of the Indemnifying Person any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or the monetary equivalent of the rejected settlement and related expenses. bank cashier's check within thirty (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (1530) days after the giving date of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Closing any Person entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Entity) (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information (other than privileged information) regarding such claim to the Indemnifying Party within thirty (30) Calendar Days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within fifteen (15) Calendar Days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense, the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) Calendar Days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. In the event that, in the opinion of legal counsel to the Indemnified Party, there is a conflict of interest inherent in the appointment of Defense Counsel by the Indemnifying Party, then the Indemnified Party shall have the right to appoint separate Defense Counsel, which shall be paid for by the Indemnifying Party. (a) In the event that any party (the “Indemnifying Party shall fail to give the Defense Notice within said 15 Calendar Day period, it shall be deemed to have elected not to conduct the defense of the Third Party Claim, and in such event the Indemnified Person”) desires Party shall have the right to make a conduct the defense in good faith and to compromise and settle the claim against any in good faith without prior consent of the Indemnifying Party, and the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, the Indemnifying Party shall be entitled to have the exclusive control over said defense settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any Losses settlement of any Third Party Claim or cease to defend against such claim, if, pursuant to or as a result of such settlement or cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Person Party is not entitled to indemnification hereunder. (d) Notwithstanding paragraph (b) above, the Indemnifying Party shall not be entitled to control, but may seek indemnification hereunder in respect participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a claim temporary restraining order, a preliminary or demand made by any Person not a party to this Agreement permanent injunction or specific performance against the Indemnified Person Party, (ii) to the extent such claim involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful, would set a “Third-precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) to the extent such claim imposes liability on the part of the Indemnified Party Claim”)for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, such Indemnified Person must notify the Indemnifying Person in writing, Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Third-Indemnifying Party, which consent will not be unreasonably withheld. (e) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party Claim is entitled to prompt indemnification hereunder. (a “Third-f) A failure by an Indemnified Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete or accurate notice as provided in this SECTION 6.4 will not affect the indemnification provided rights or obligations of any party hereunder except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt , any party entitled to receive such notice was deprived of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails failure to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such timely notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Body, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information (other than privileged information) regarding such claim to the Indemnifying Party within twenty (20) business days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within fifteen days (15) after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. The provisions set forth in this SECTION 13.4 shall not apply to matters in connection with any Pre-Closing Xxxxx Xxx Matters, which matters are subject to the provisions set forth in SECTION 13.5 below. (a) In the event that any party (the “Indemnifying Party shall fail to give the Defense Notice within said 15 day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Person”) desires Party shall have the right to make a conduct the defense in good faith and to compromise and settle the claim against any in good faith without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall be entitled to have the exclusive control over said defense settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such reasonable assistance and reasonable materials (including providing books, records and reasonable time of personnel) as it may reasonably request, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. If the Indemnified Party elects to so participate in the defense of the subject claim, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any Losses settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Person Party is not entitled to indemnification hereunder. (d) Notwithstanding paragraph (b) above, the Indemnifying Party shall not be entitled to control, but may seek indemnification hereunder in respect participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a claim temporary restraining order, a preliminary or demand made by any Person not a party to this Agreement permanent injunction or specific performance against the Indemnified Person Party, (ii) to the extent such claim involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful, would set a “Third-precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) to the extent such claim imposes liability on the part of the Indemnified Party Claim”)for which the Indemnified Party is not entitled to indemnification hereunder due to the limitations set forth herein or otherwise. In such an event, such Indemnified Person must notify the Indemnifying Person in writing, Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Third-Indemnifying Party, which consent will not be unreasonably withheld delayed or conditioned. (e) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party Claim is entitled to prompt indemnification hereunder. (a “Third-f) A failure by an Indemnified Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete or accurate notice as provided in this SECTION 13.4 will not affect the indemnification provided rights or obligations of any party hereunder except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt , any party entitled to receive such notice was deprived of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement and related expenses; providedwas otherwise damaged in any material respect, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails failure to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such timely notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Closing any Person entitled to indemnification under this Agreement (an “Indemnified Party”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Authority, federal, state or local) (a “Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within the earlier of 15 days after learning of such claim or 10 days prior to the date a responsive pleading thereto is required to be filed (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim) and notwithstanding anything herein to the contrary, in the event the Indemnified Party receives a notice of the institution of audit procedures, a notice of adjustment, or a statutory notice of deficiency from the Internal Revenue Service which requires the filing of a document, the Indemnified Party shall furnish the Indemnifying Party with a copy of such notice at least 30 days prior to the date such document is required to be filed (or promptly upon receipt by the Indemnified Party, if the Indemnified Party receives such notice, within such 30 day period). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within 30 days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. The delivery of a Defense Notice shall not constitute an admission with respect to the claim for indemnification. (a) In the event that any party (the “Indemnifying Party shall fail to give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Person”) desires Party shall have the right to make a conduct such defense in good faith and to compromise and settle the claim against any without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses paid or incurred in connection with any Losses for which therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnified Person Party will cooperate with and make available to the Indemnifying Party, the insurance carrier (if applicable) and such attorneys in such assistance and materials as they may seek indemnification hereunder in respect reasonably request, all at the expense of a claim or demand made by any Person not a party to this Agreement against the Indemnifying Party, and the Indemnified Person (a “Third-Party Claim”)shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, such provided that the Indemnified Person must notify Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Person in writingParty, which consent shall not be unreasonably withheld or delayed. (c) Without the prior written consent of the Third-Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receiptor cease to defend against such claim, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure if pursuant to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced or as a result of such failure. Upon receipt settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Third-Indemnified Party Claim Notice from for which the Indemnified PersonParty is not entitled to indemnification hereunder. (d) The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party (and the cost of such defense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). (e) If a firm decision is made to settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 12.3, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, Party will give written notice to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior Party to executing any settlement agreement and that effect. If the Indemnified Person shall have the right Party fails to approve or reject the settlement and related expenses; provided, however, that upon rejection consent to such firm offer within 15 calendar days after its receipt of any settlement and related expensessuch notice, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall may continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify Party as to such Third Party Claim will not exceed the Indemnified Person for all reasonable fees amount of such settlement offer, plus costs and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses paid or incurred by the Indemnified Person in connection with such Claim; (b) assumes Party through the defense end of such Third15-Party Claim; day period. (f) Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and (c) takes such other actions as shall conclusively be deemed to be an obligation with respect to which the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability Party is entitled to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Closing any person or entity entitled to indemnification under this Agreement (an "Indemnified Party") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity who is not a party to this Agreement or an affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Body, federal, state or local) (a "Third Party Claim") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice together with a statement of any available information (other than privileged information) regarding such claim to the Indemnifying Party within thirty (30) business days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within fifteen days (15) after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("Defense Counsel"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. (a) In the event that any party (the “Indemnifying Party shall fail to give the Defense Notice within said 15 day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Person”) desires Party shall have the right to make a conduct the defense in good faith and to compromise and settle the claim against any in good faith without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall be entitled to have the exclusive control over said defense settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any Losses settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Person Party is not entitled to indemnification hereunder. (d) If an Indemnified Party refuses to consent to a bona fide offer of settlement which provides for a full release of the Parent, Buyer and its affiliates and solely for a monetary payment which the Indemnifying Party wishes to accept, the Indemnified Party may seek indemnification hereunder in respect continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such event, the obligation of the Indemnifying Party shall be limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement. (e) Notwithstanding paragraph (b) above, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a claim temporary restraining order, a preliminary or demand made by any Person not a party to this Agreement permanent injunction or specific performance against the Indemnified Person Party, (ii) to the extent such claim involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful, would set a “Third-precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) to the extent such claim imposes liability on the part of the Indemnified Party Claim”for which the Indemnified Party is not entitled to indemnification hereunder (including, without limitation, a liability which may exceed the Cap). In such an event, such Indemnified Person must notify the Indemnifying Person in writing, Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Third-Indemnifying Party, which consent will not be unreasonably withheld. (f) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party Claim is entitled to prompt indemnification hereunder. (a “Third-g) A failure by an Indemnified Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete or accurate notice as provided in this Section 6.4 will not affect the indemnification provided rights or obligations of any party hereunder except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt , any party entitled to receive such notice was deprived of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails failure to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such timely notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) 6.5.1 In the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify the Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Person in writingParty”), then such Indemnified Party shall give written notice thereof, together with a statement of the Third-any available information regarding such Third Party Claim to such Indemnifying Party within sixty (a “Third-Party Claim Notice”60) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Third Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that failure to give such written notice within any particular time period shall not adversely affect the Indemnified Party’s right to indemnification except, and to the extent that, the Indemnifying Party can show that the failure to give such notification on a timely basis adversely affected the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the “Defense Notice”), within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense, the defense against and settlement of such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. Without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement and related expensesor cessation, (a) injunctive or other equitable relief would be imposed against the Indemnified Person shall assume control of the defense of Party, or (b) each claimant or plaintiff in such Third-Third Party Claim and has not given to the liability of the Indemnifying Person Indemnified Party an unconditional release from all Liability with respect to such Third-Third Party Claim. 6.5.2 Notwithstanding anything contained in Section 6.5.1 to the contrary, the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim if any of the following conditions are not satisfied: (a) the Indemnifying Party shall acknowledge in writing that it shall be limited fully responsible for all Losses relating to the amount or the monetary equivalent of the rejected settlement and related expenses.such proceeding; (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with must diligently defend such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person.proceeding; (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from must furnish the Indemnified Person, Party with evidence that the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance financial resources of the Indemnifying PersonParty (or the funds available in the escrow account with respect to claims against the escrow account), in the Indemnified Party’s ability reasonable judgment, are and will be sufficient (when considering Losses in respect of all other outstanding claims) to fulfill its obligations satisfy any Losses relating to such proceeding; (d) such proceeding shall not involve criminal actions or allegations of criminal conduct by the Indemnifying Party, and shall not involve claims for specific performance or other equitable relief; and (e) there does not exist, in the Indemnified Party’s good faith judgment, based on the advice of outside legal counsel, a conflict of interest which, under this Article 10 applicable principles of legal ethics, could reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in connection with such Third-Party Claimproceeding.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreementabove, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (aA) In the event that any Promptly after receipt by an indemnified party (the “Indemnified PersonParty”) desires to make of notice from any third party of a claim or demand in respect of which indemnity may be sought under Section 12.2(A) or (B) which is asserted against or sought to be collected from the Indemnified Party, including the commencement of any other Action against it (“Third Party Claim”), the Indemnified Party shall, if a claim is to be made against an indemnifying party (the “Indemnifying PersonParty”) in connection with any Losses for which under such Section 12.2(A) or (B), as applicable, give notice to the Indemnified Person may seek indemnification hereunder in respect Indemnifying Party of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), such Indemnified Person must but the failure to notify the Indemnifying Person in writingParty will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Person shall have been actually and materially prejudiced as a result Party demonstrates that the defense of such failure. Upon receipt of the Third-Third Party Claim Notice from is prejudiced by the Indemnifying Party’s failure to receive such notice. (B) If any Third Party Claim referred to in Section 12.3(A) is brought against an Indemnified PersonParty and it gives written notice to the Indemnifying Party of such claim, the Indemnifying Person Party will be entitled to participate in any Action underlying the claim and, to the extent that it wishes (unless the Indemnifying Party is also a party to such Action and the Indemnified Party determines in good faith that joint representation would be inappropriate, in which event such Indemnified Party shall be entitledhave the right to retain, at the Indemnifying PersonParty’s electionexpense, one separate counsel, reasonably satisfactory to the Indemnifying Party, to defend such claim on behalf of such Indemnified Party), assume or participate in the defense of any Third-such claim with counsel reasonably satisfactory to the Indemnified Party Claim at the cost of Indemnifying Person. In any case in which and, after notice from the Indemnifying Person Party to the Indemnified Party of its election to assume the defense of such Action, except in the circumstances described in the parenthetical above, the Indemnifying Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section 12.3(B) for any fees of other counsel or any other expenses with respect to the defense of such claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of the Third-Third Party Claim: (i) no compromise or settlement of such claim may be effected by the Indemnifying Party without the Indemnified Party’s written consent unless (except in respect of any claim for Taxes, where the Indemnified Party’s consent shall be required in all events) (a) there is no finding or admission of any violation of law or order or any violation of the rights of any Person, (b) such settlement or compromise releases the Indemnified Party in connection with such Third Party Claim, (c) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person shall give Party or (d) such settlement or compromise does not require any payment or other action by, or limitation on, the Indemnified Person ten Party; (10ii) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party will have no liability with respect to any compromise or settlement of such claim effected without its written consent and (iii) the Indemnified Party shall have the right to approve or reject the settlement participate in such defense and related expenses; providedto employ counsel, howeverin each case, that upon rejection at its own expense. Subject to this Section 12.3(B), if notice is given to an Indemnifying Party of any settlement Third Party Claim and related expensesthe Indemnifying Party does not, within ten (10) days after the Indemnified Person shall Party’s notice is given, give notice to the Indemnified Party of its election to assume control of the defense of such Third-Action, the Indemnifying Party Claim will be bound by any determination made in such Action or any compromise or settlement effected by the Indemnified Party, and the liability of the Indemnifying Person with respect to such Third-Party Claim shall will be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses any losses incurred in connection with such participation; providedthe defense, howevercompromise, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be settlement or final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement determination of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimAction.

Indemnification Procedure for Third Party Claims. (a) In the event that any Proceeding for which an Indemnifying Party may be liable to an Indemnified Party hereunder is asserted or sought to be collected by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), such the Indemnified Person must Party shall promptly notify the Indemnifying Person Party in writing, writing of the Third-such Third Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses); provided, however, that upon rejection of the failure to provide prompt notice shall not release the Indemnifying Party from any settlement obligations hereunder except to the extent such Indemnifying Party is materially prejudiced by such failure and related expenses, shall not relieve such Indemnifying Party from obligations it may otherwise have under this Article VIII. The Claim Notice shall specify in reasonable detail the Indemnified Person shall assume control amount of the defense Loss, if known, and contain a reference to the provision(s) of this Agreement in respect of which such Third-right of indemnification is claimed or arises. The Indemnified Party shall enclose with the Claim and the liability Notice a copy of the Indemnifying Person all papers served with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement Claim, if any, and related expensesany other documents evidencing such Third Party Claim. (b) Subject to Section 6.2(i) and except as provided in Section 8.2(c), the Indemnifying Party shall have the right to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom (a “Third Party Defense”), including (i) the employment of counsel reasonably satisfactory to Seller in the case of Seller Indemnified Parties, or Buyer, in the case of Buyer Indemnified Parties, (ii) the obligation to pay all reasonable expenses in connection therewith and (iii) the right to settle or compromise the Third Party Claim with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided that no such consent shall be required if the settlement or compromise includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Third Party Claim and requires only the payment of monetary damages and/or an admission of culpability on the part of the Indemnifying Party. The Indemnified Person Party shall retain have the right to employ its own separate counsel in any such Proceeding and to discuss matters with participate in the Third Party Defense thereof, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense, unless (A) the Indemnifying Person related Party has agreed to pay the fees and expenses of such counsel, (B) the Indemnifying Party shall have failed promptly (after notice thereof from any Indemnified Party in compliance with this Agreement) to assume the defense of such Proceeding and employ counsel reasonably satisfactory to the Indemnified Party in any Third-such Proceeding or (C) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnifying Party Claimand the Indemnified Party, and such Indemnified Party reasonably believes that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party (in which case, if the Indemnified Party notifies the Indemnifying Party that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of which has been assumed by such Proceeding on behalf of the Indemnified Party); it being understood, however, that the Indemnifying Person pursuant to Section 10.3(aParty shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one (1) separate firm of this Agreementattorneys (together with appropriate local counsel) at any time for such Indemnified Party, but which firm shall be designated by Seller in the case of Seller Indemnified Person shall bear Parties, or Buyer, in the case of Buyer Indemnified Parties, and shall be solely responsible for its own costs reasonably satisfactory to the Indemnifying Party. If the Indemnified Party so assumes the Third Party Defense of any Proceeding, the Indemnified Party will not, without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), settle, compromise or consent to the entering of any judgment in respect of which indemnity may be sought hereunder. (c) With respect to the NGL Matter, Buyer acknowledges and expenses in connection with such participationagrees that Seller shall have the sole right to control any litigation or other legal, administrative or judicial proceeding related thereto and Buyer shall have no right to participate therein; provided, however, thatin the event that any Buyer Indemnified Party has been made a named party to such matter, subject Buyer shall have the right to Section 10.3(aemploy separate counsel (together with appropriate local counsel) above, all decisions of the Indemnifying Person shall be final reasonably acceptable to Seller and the Indemnified Person shall cooperate with the Indemnifying Person in all respects to participate in the defense of thereof, and the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person of such counsel shall be entitled at Seller’s expense. Buyer shall have no consent rights to participate at its own expense and with its own the employment of counsel by Seller or Seller’s right to settle or compromise the NGL Matter; provided, however, in the defense event that any Buyer Indemnified Party has been made a named party to such matter, Seller will not, without Buyer’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), settle, compromise or consent to the entering of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement judgment in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance respect of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimNGL Matter.

Indemnification Procedure for Third Party Claims. (ai) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any Action by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice of such Indemnified Person must notify claim to the Indemnifying Person in writing, Party within thirty (30) days after learning of such claim (the Third-Party Claim (a “Third-Party Claim Notice”). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen within thirty (1530) calendar days after receipt, by such receipt from the Indemnified Person of notice Party of the Third-Claim Notice, which Defense Notice shall specify the counsel the Indemnifying Party Claimwill appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval (and such process shall be repeated until the Indemnified Party shall have approved the Defense Counsel specified by the Indemnifying Party.) If the Indemnifying Party delivers a Defense Notice, the delivery of such Defense Notice shall constitute acceptance of responsibility for such claim or reject action and the Indemnifying Party shall be fully responsible for all liabilities arising out of or relating to such claim or action including the costs of the defense thereof. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (w) the Third Party Claim seeks injunctive or other equitable relief, (x) the Indemnified Party, in the claim notice to the Indemnifying Party, states that, based on advice of counsel, it believes that its interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Party, or (y) such Indemnifying Party is unable to or does not provide the Indemnified Party with reasonable assurance of its ability to pay the expenses of the defense against such Third Party Claim. (ii) In the event that the Indemnifying Party shall fail to give the Defense Notice within the time period described above, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim in good faith subject to the consent of the Indemnifying Party (which consent will not be unreasonably withheld) and such Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses actually paid or incurred in connection therewith. If the Indemnifying Party is not entitled to assume the defense of a Third Party Claim because of reasons set forth in the last sentence of the preceding paragraph, the Indemnified Party may not settle the Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, if such settlement would lead to any liability or create any other obligation of the Indemnifying Party. (iii) In the event that the Indemnifying Party does deliver a Defense Notice within the time period described above and related expensesthereby elects to conduct the defense of the subject claim, the Indemnifying Party shall diligently conduct such defense and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (iv) The Indemnifying Party may enter into any settlement of any Third Party Claim; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period may not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating enter into any settlement of such Third-any Third Party Claim, Claim without the prior written consent of the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time Party if pursuant to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving or as a result of such noticesettlement, (A) injunctive or other equitable relief would be imposed against the Indemnified Person shall be permitted to effect Party, or (B) such settlement unless would or could reasonably be expected to lead to any liability or create any financial or other obligation on the Indemnifying Person (a) reimburses part of the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimParty.

Indemnification Procedure for Third Party Claims. (ai) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to which indemnity may be sought under the provisions of this Agreement against the Indemnified Person Article VI (a “Third-Third Party Claim”), such Indemnified Person must the Indemnitee shall notify the Indemnifying Person Indemnitor in writing, writing of the Third-such Third Party Claim (such notice, a “Third-Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim Notice”) as promptly as reasonably possible after receiptwill not relieve the Indemnitor of any Liability it may have to the Indemnitee, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except and only to the extent that such failure or delay causes actual and material harm to the Indemnifying Person Indemnitor with respect to such Third Party Claim. (ii) The Indemnitor will have 30 days from the date on which the Indemnitor received the Notice of Claim (the “Indemnitor Defense Review Period”) to notify the Indemnitee that the Indemnitor desires to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom with counsel reasonably acceptable to the Indemnitee and at the sole cost and expense of the Indemnitor (a “Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance herewith, (i) the Indemnitee may retain separate co-counsel, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (A) the Indemnitor shall have been actually and materially prejudiced as a result failed during the Indemnitor Defense Review Period to assume the defense of such failure. Upon receipt of the Third-Third Party Claim Notice from or (B) the Indemnified Personemployment of such counsel has been specifically authorized in writing by the Indemnitor, the Indemnifying Person which authorization shall not be entitledunreasonably withheld, at the Indemnifying Person’s election, to assume or and participate in the defense of the Third Party Claim, but the Indemnitor shall control the investigation, defense and settlement thereof; (ii) the Indemnitor will not consent to the entry of any Third-judgment or enter into any settlement with respect to the Third Party Claim at without the cost prior written consent of Indemnifying the Indemnitee, which shall not be unreasonably withheld; (iii) the Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation under this Agreement; (iv) the Indemnitor shall conduct the Third Party Defense actively and diligently and provide copies of all correspondence and related documentation in connection with the Third Party Defense to the Indemnitee; (v) the Indemnitor will not take any action, or omit to take any action, without the consent of the Indemnitee, that would cause (x) any Contracts, correspondence or other documents of the Indemnitee or its Affiliates to be disclosed to a third party or (y) any director, officer, employee or agent of the Indemnitee to take any action related to the Third Party Claim which could interfere with or contravene such Person’s duties to the Indemnitee or its Affiliates and (vi) the Indemnitee will provide reasonable cooperation in the Third Party Defense. In any case Notwithstanding the foregoing, if counsel for the Indemnitee reasonably determines that there is a conflict between the positions of the Indemnitor and the Indemnitee in which the Indemnifying Person assumes conducting the defense of such Action or that there are legal defenses available to such Indemnitee different from or in addition to those available to the Third-Indemnitor, then counsel for the Indemnitee shall be entitled, if the Indemnitee so elects, to conduct the defense to the extent reasonably determined by such counsel to protect the interests of the Indemnitee, at the expense of the Indemnitor. (iii) If the Indemnitor does not assume the Third Party ClaimDefense, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Indemnitee shall have the right to approve or reject assume the settlement and related expensesThird Party Defense with counsel of its choice at the expense of the Indemnitor; provided, however, that upon rejection the Indemnitor shall have the right, at its expense, to participate in such Third Party Defense, but the Indemnitee shall control the investigation, defense and settlement thereof. The Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-the Third Party Claim shall be limited to in any manner and on such terms as it may deem appropriate without the amount or the monetary equivalent consent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participationIndemnitor; provided, however, that, subject that the amount of any settlement made or entry of any judgment consented to Section 10.3(a) above, all decisions by the Indemnitee without the consent of the Indemnifying Person Indemnitor (not to be unreasonably withheld or delayed) shall not be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense determinative of the Third-validity of the claim. (iv) In connection with any Third Party Claim, including refraining from taking any position adverse the Indemnitor hereby consents to the Indemnifying Personnonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this Article VI with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. (cv) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period The Indemnitor will not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume the Third Party Defense if: (but shall continue to be entitled to participate inA) such defense. The Indemnified Person may, at its option, continue to defend such Third-the Third Party Claim andseeks, in such eventaddition to or in lieu of monetary damages, any injunctive or other equitable relief; (B) the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses Third Party Claim relates to or arises in connection therewith with any criminal Action, indictment or allegation; (provided it is C) a Third-conflict exists between the Indemnitee and the Indemnitor in respect of the Third Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with Section 9.4(a); (D) the terms Third Party Claim involves a customer or supplier of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection Buyer or the Business; (E) the Indemnitee reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the Indemnitee’s reputation or business prospects; (F) the Indemnitor has failed or is failing to vigorously prosecute or defend such Third Party Claim; (bG) assumes the defense Indemnitor fails to provide reasonable assurance to the Indemnitee of such Third-its financial capacity to prosecute the Third Party ClaimDefense or the maximum foreseeable damages or amount that may be claimed exceeds the Escrow Amount; and or (cH) takes such other actions as the Indemnified Person may reasonably request as assurance of Third Party Claim could give rise to Losses which are more than the Indemnifying Person’s ability amount indemnifiable by the Indemnitor pursuant to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimVI.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), such Indemnified Person must the Indemnitee shall as soon as practicable notify the Indemnifying Person Indemnitor in writing, writing of the Third-such Third Party Claim (a “Third-Party Claim NoticeNotice of Claim”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim); provided, however, that a failure by an Indemnitee to give a Third-Party Claim Notice on a timely basis provide notice as soon as practicable shall not affect the indemnification provided hereunder except to rights or obligations of such Indemnitee other than if the extent the Indemnifying Person Indemnitor shall have been actually and materially prejudiced as a result of such failure. Upon receipt The Notice of Claim shall (a) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (b) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Liability and the nature of the Third-Party Claim Notice from misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense computation of the Third-Party Claim, amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection Notice of any settlement and related expenses, the Indemnified Person shall assume control Claim a copy of the defense of such Third-Party Claim and the liability of the Indemnifying Person all papers served with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement Claim, if any, and related expensesany other documents evidencing such Third Party Claim. (b) The Indemnified Person Indemnitor shall retain have the right right, but not the obligation to employ its own counsel and to discuss matters with the Indemnifying Person related to assume the defense or prosecution of such Third Party Claim and any Thirdlitigation resulting therefrom with counsel of its choice and at its sole cost and expense (a “Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance herewith, (i) the Indemnitee may retain separate co-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear counsel at its sole cost and shall be solely responsible for its own costs expense and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects participate in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Third Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of but the Third-Party Claim Notice from Indemnitor shall control the Indemnified Personinvestigation, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees defense and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.thereof,

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Closing any Person entitled to indemnification under this Agreement (an “Indemnified Party”) asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or Governmental Authority, federal, state or local) (a “Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within sixty (60) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval. If the parties still fail to agree on Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. The delivery of a Defense Notice shall not constitute an admission with respect to the claim for indemnification. (a) In the event that any party (the “Indemnifying Party shall fail to give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Person”) desires Party shall have the right to make a conduct such defense in good faith and to compromise and settle the claim against any without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing; provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any Losses settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Person may seek Party is not entitled to indemnification hereunder in respect hereunder. (d) The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of a any claim to the extent that claim seeks an order, injunction or demand made by any Person not a party to this Agreement other equitable relief against the Indemnified Person Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party (and the cost of such defense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). (e) If a “Third-firm decision is made to settle a Third Party Claim”), such Indemnified Person must notify which offer the Indemnifying Person in writingParty is permitted to settle under this Section 12.3, of and the Third-Indemnifying Party Claim (a “Third-desires to accept and agree to such offer, the Indemnifying Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than will give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result its receipt of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expensesnotice, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall may continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify Party as to such Third Party Claim will not exceed the amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which through the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement end of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after day period. (f) Any judgment entered or settlement agreed upon in the giving of such noticemanner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Person shall be permitted Party is entitled to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee becomes aware of the possibility of any claim or the commencement of any Action by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim which indemnity may be sought under the provisions of Section 6.3(a), Section 6.16(c), Section 6.20 or demand made by any Person not a party to this Agreement against the Indemnified Person Article IX (a “Third-Third Party Claim”), such Indemnified Person must the Indemnitee shall notify the Indemnifying Person Indemnitor in writing, writing of the Third-such Third Party Claim (such notice, a “Third-Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person will not relieve the Indemnitor of notice of any Liability it may have to the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder Indemnitee except to the extent that such failure or delay causes actual harm to the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person Indemnitor with respect to such Third-Third Party Claim. Any Notice of Claim shall describe the Third Party Claim in reasonable detail, shall be limited to include copies of all written material written evidence thereof and shall indicate the amount or the monetary equivalent estimated amount, if reasonably practicable, of the rejected settlement and related expensesLoss that has been or may be sustained by the Indemnified Party. (b) The Indemnified Person shall retain Indemnitor will have 30 days from the right date on which the Indemnitor received the Notice of Claim (the “Indemnitor Defense Review Period”) to employ notify the Indemnitee that the Indemnitor desires to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom with counsel reasonably acceptable to the Indemnitee and at the sole cost and expense of the Indemnitor (a “Third Party Defense”). At any time prior to the Indemnitor’s assumption of the Third Party Defense in accordance herewith, the Indemnitee may file any motion, answer or other pleading or take any other action that the Indemnitee in good faith believes to be necessary to protect its interests. If the Indemnitor assumes the Third Party Defense in accordance herewith: (i) the Indemnitee may, at its own counsel expense, retain separate co‑counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects participate in the defense of the Third-Third Party Claim, including refraining from taking any position adverse but the Indemnitor shall control the investigation, defense and settlement thereof; (ii) the Indemnitor will not consent to the Indemnifying Personentry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee which consent shall not be unreasonably delayed, conditioned or withheld; (iii) the Indemnitor shall conduct the Third Party Defense actively and diligently and keep the Indemnitee reasonably informed about developments in connection with the Third Party Defense; (iv) the Indemnitor will not take any action, or omit to take any action, without the consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), that would cause any Contracts, correspondence or other documents of the Indemnitee or its Affiliates to be disclosed to a third party; and (v) the Indemnitee will provide reasonable cooperation in the Third Party Defense. Notwithstanding the foregoing, if counsel for the Indemnitee reasonably determines that there is a conflict between the positions of the Indemnitor and the Indemnitee in conducting the defense of such Action or that there are legal defenses available to such Indemnitee different from or in addition to those available to the Indemnitor, then counsel for the Indemnitee shall be entitled, if the Indemnitee so elects, to conduct the defense to the extent reasonably determined by such counsel to protect the interests of the Indemnitee, at the expense of the Indemnitor but only with respect to issues with respect to which such conflict exists. (c) If the Indemnifying Person fails Indemnitor does not assume the Third Party Defense prior to give notice the end of the assumption Indemnitor Defense Review Period, the Indemnitee shall have the right to assume the Third Party Defense with counsel reasonably acceptable to the Indemnitor, at the expense of the Indemnitor; provided, however, that the Indemnitor shall have the right, at its expense, to participate in such Third Party Defense but the Indemnitee shall control the investigation, defense and settlement thereof. The Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner and on such terms as it may deem appropriate without the consent of the Indemnitor; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor (not to be unreasonably withheld or delayed) shall not be determinative of the validity of the claim. (d) Notwithstanding anything herein to the contrary, without the written consent of the Purchaser, which will not be unreasonably withheld, conditioned or delayed, the Seller shall not be entitled to assume any Third Party Defense: (i) to the extent that any such Third Party Claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief against the Purchaser, the Company, any of its Subsidiaries or any of their respective Affiliates; (ii) if such Third Party Claim relates to or arises in connection with any criminal proceeding, Action, indictment, allegation or investigation against the Purchaser, the Company, any of its Subsidiaries or any of their respective Affiliates; or (iii) if the Seller has failed or is failing to vigorously prosecute or defend such Third Party Claim. (e) The Seller and the Purchaser shall cooperate with the each other in all reasonable aspects in connection with the defense of any Third Party Claim, including (i) making available (subject to the provisions of Section 6.11) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses), to the defending party, management employees of the non-defending party as may reasonably be necessary for the preparation of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Third Party Claim, and (ii) making available the Indemnified Person shall furnish benefits of the Indemnifying Person with written notice of any proposed settlement Policies in sufficient time effect prior to allow the Indemnifying Person to act thereon. Within fifteen (15) days or after the giving of Closing to the extent available to satisfy any such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that that, subsequent to the Closing, any party Person entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement (a “Third Party Claim”) against such Indemnified Party, with respect to which a Party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice to the Indemnifying Party as promptly as practicable after learning of such claim. Subject to Section 9.4(e), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Indemnified PersonDefense Notice”) desires to make a claim against any other party within twenty (the “Indemnifying Person”20) in connection with any Losses for which days after receipt from the Indemnified Person may seek indemnification hereunder in respect Party of a notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party ClaimDefense Counsel”), to conduct at its expense the defense against such Indemnified Person must notify claim in its own name, or if necessary in the Indemnifying Person in writing, name of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failureParty. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Third Party Claim within a reasonable time period by the Indemnifying Party shall not constitute an admission of responsibility to indemnify the Indemnified Party. (b) In the event that the Indemnifying Party shall fail to give the Defense Notice, it shall be deemed to have elected not to exceed forty-five (45) days after receipt conduct the defense of the Third-Party Claim Notice from subject claim, and in such event the Indemnified Person, Party shall have the Indemnifying Person shall no longer be entitled right to assume (but shall continue to be entitled to participate in) conduct such defense. The Indemnified Person mayParty may not settle such claim without the written consent of the Indemnifying Party, at its optionwhich consent shall not be unreasonably withheld, continue delayed or conditioned. (c) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to defend such Third-Party Claim and, in such eventconduct the defense of the subject claim, the Indemnifying Person Party shall indemnify have the right to conduct such defense and, except as provided in Section 9.4(d) below, to settle the claim without the prior consent of the Indemnified Person for all reasonable fees Party. The Indemnified Party will cooperate with and expenses in connection therewith (provided it is a Third-Party Claim for which make available to the Indemnifying Person is otherwise obligated Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to provide indemnification hereunder). monitor the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (d) No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnified Party (i) if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, (ii) if such judgment or settlement would result in the finding or admission of any violation of law, or (iii) if as a result of such consent or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party. (e) The Indemnifying Person Party shall not be entitled to control, and the Indemnified Party shall be entitled to participate at its own expense and with its own counsel in have sole control over, the defense or settlement of any Third-Party Claim claim if (i) the defense of which it does not assume. Prior claim for indemnification is with respect to effectuating any settlement of such Third-Party Claima criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Person shall furnish Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Person with written notice Party and the Indemnified Party, (iii) the third party asserting such claim is a client of any proposed settlement in sufficient time to allow the Business, (iv) the Indemnifying Person Party has failed or is failing to act thereon. Within fifteen vigorously prosecute or defend such claim or (15v) days after the giving of such notice, claim seeks an injunction or other equitable relief against the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses Party or Buyer; provided, that the Indemnified Person in accordance Party shall have the right to settle the claim only with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance prior written consent of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimParty, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedure for Third Party Claims. (a) In the event that any Promptly after receipt by an Indemnified Party of notice by a third party (including any Governmental Entity) of any complaint or the “commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Person”) desires Party may be entitled to make a claim against receive payment from the other Party for any other party Damages, such Indemnified Party will notify Purchaser or Seller, as the case may be (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party ClaimParty”), promptly following the Indemnified Party’s receipt of such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person complaint or of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result commencement of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personaudit, the Indemnifying Person shall be entitledinvestigation, at the Indemnifying Person’s election, to assume action or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesproceeding; provided, however, that upon rejection the failure to so notify the Indemnifying Party will relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party will have the right, within ten (10) days after written notice delivered to the Indemnified Party, to assume full responsibility for any settlement Damages (as the case may be) resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and related expensesthe payment of the fees and disbursements of such counsel. If, however, the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10)-day period, then the Indemnifying Party will pay the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any audit, investigation, action or proceeding for which the Indemnifying Party has assumed the defense, the Indemnified Person shall assume control Party will have the right to participate in such matter and to retain its own counsel at the Indemnified Party’s own expense. The Indemnifying Party will at all times use reasonable efforts to keep the Indemnified Party reasonably apprised of the status of the defense of such Third-Party Claim and any matter the liability defense of which the Indemnifying Person Party has assumed and to cooperate in good faith with the Indemnified Party with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Personmatter. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any Legal Proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Personthird party, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Indemnitor shall have the right after the receipt of notice, at its option and at its own expense, to approve be represented by counsel (which counsel shall be reasonably satisfactory to the Indemnitee) and to defend against, negotiate, settle or reject the settlement and related expensesotherwise deal with any proceeding, claim or demand which relates to any Damages indemnified against hereunder; provided, however, (i) that upon rejection the Indemnitor exercises such option in writing within 30 days of receipt of notice; and (ii) that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such Legal Proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel (reasonably satisfactory to Indemnitor) at the expense of the Indemnitor and control of the defense of and settlement of such Third-Party Claim and proceeding; provided, that the liability Indemnitor shall nevertheless indemnify the Indemnitee for the full amount of the Indemnifying Person Damages relating to such proceeding, claim or demand; and provided, further, that the Indemnitee shall give the Indemnitor twenty (20) days written notice prior to entering into any such settlement and shall not settle any such claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld and which consent shall be deemed to have been granted if the Indemnitor fails to respond to the Indemnitee's properly noticed request for such consent. If the Indemnitee shall settle any such proceeding without the consent of the Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Section 16 with respect to any Damages occasioned by such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensessettlement. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that of the initiation of any party (legal proceeding against an Indemnitee by a third party, the “Indemnified Person”) desires Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (the “Indemnifying Person”) in connection be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a proceeding, claim or demand made by which relates to any Person not a party to this Agreement loss, liability or damage indemnified against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseshereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding, with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume Indemnitee may retain counsel, at the Indemnitor's expense, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. After any final judgment or award has been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the liability time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of the Indemnifying Person any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or the monetary equivalent of the rejected settlement and related expenses. bank cashier's check within thirty (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (1530) days after the giving date of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that of the initiation of any party (legal proceeding against an Indemnitee by a third party, the “Indemnified Person”) desires Indemnitor will have the absolute right after the receipt of notice, at its option and at its own expense, to make a claim against any other party (the “Indemnifying Person”) in connection be represented by counsel of its choice, and to defend against, negotiate, settle or otherwise deal with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a proceeding, claim or demand made by which relates to any Person not a party to this Agreement loss, claim, liability or damage indemnified against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseshereunder; provided, however, that upon rejection the Indemnitee may participate in any such proceeding, with counsel of its choice and at its own expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person shall assume indemnitee may retain counsel, at the Indemnitor's expense, and control of the defense of such Third-Party Claim proceeding. Neither the Indemnitor nor the Indemnitee may settle any such proceeding without the consent of the other party, such consent not to be unreasonably withheld. After any final judgment or award has been rendered by a court, arbitration panel or administrative agency of competent jurisdiction and the liability time in which to appeal therefrom has expired, or a settlement has been consummated, or the Indemnitee and the Indemnitor have arrived at a mutually binding agreement with respect to each separate matter alleged to be indemnified by the Indemnitor hereunder, the Indemnitee will forward to the Indemnitor notice of the Indemnifying Person any sums due and owing by it with respect to such Third-Party Claim shall be limited matter and the Indemnitor will pay all of the sums so owing to the amount Indemnitee by wire transfer, certified or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim bank cashier's check within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) thirty days after the giving date of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to which indemnity may be sought under the provisions of this Agreement against the Indemnified Person Section 9.4 (a “Third-Third Party Claim”), the Indemnitee shall promptly notify, in the case of a Parent Indemnitee, the Stockholders’ Representative, and in the case of a Stockholder Indemnitee, Parent in writing of such Indemnified Person must notify the Indemnifying Person in writingThird Party Claim, of the Third-setting forth such Third Party Claim in reasonable detail (such notice, a “Third-Notice of Claim”); provided that the failure or delay in notifying such Person of such Third Party Claim Notice”) as promptly as reasonably possible after receiptwill not relieve the Indemnitors of any Liability the Indemnitors may have to the Indemnitee, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except and only to the extent that the Indemnifying Person shall have Indemnitor has been actually and materially prejudiced as a result of by such failure. Upon receipt *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Third-Commission. (b) The Stockholders’ Representative shall, at its expense, (which shall be deemed reimbursable expenses under Section 9.10) be entitled to participate in any defense of such Third Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject receive copies of all pleadings, notices and communications with respect to the settlement and related expensesThird Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnitee; provided, however, that upon rejection any Indemnitee shall have full control over the litigation, including settlement and compromise thereof. The Indemnitee may not bind the Indemnitors to a settlement of any settlement and related expenses, Third Party Claim without the Indemnified Person shall assume control consent of the defense Stockholders’ Representative, which shall not be unreasonably withheld, conditioned or delayed. If the Stockholders’ Representative consents to any settlement (or if such consent is unreasonably withheld, conditioned or delayed), such consent shall be determinative as to the existence of such Third-Party Claim and the liability amount of Losses. The consent of the Indemnifying Person Stockholders’ Representative with respect to any settlement of any such Third-Third Party Claims shall be deemed to have been given unless the Stockholders’ Representative shall have objected within thirty (30) days after a written request for such consent by Parent. All reasonable costs and expenses incurred by Indemnitee in so defending a Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Personconstitute Losses. (c) If With respect to any Third Party Claim subject to indemnification under this Article IX: (i) both Indemnitee subject to such Third Party Claim and the Indemnifying Stockholders’ Representative shall keep the other Person fails to give notice fully informed in all material respects of the assumption status of such Third Party Claim and any related Proceedings at all stages thereof where such Person is not represented by its own counsel and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Third Party Claim. (d) With respect to any Third Party Claim within subject to indemnification under this Article IX, the parties shall cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable time period not to exceed forty-five (45) days after receipt efforts, in respect of the Third-any Third Party Claim Notice from in which it has assumed or has participated in the Indemnified Persondefense, the Indemnifying Person shall no longer be entitled to assume avoid production of confidential information (but shall continue to be entitled to participate inconsistent with applicable Law and rules of procedure) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person and (ii) all communications between any parties hereto and counsel responsible for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel or participating in the defense of any Thirdthird-Party Claim party claim will, to the defense of which it does not assume. Prior extent possible, be made so as to effectuating preserve any settlement of such Thirdapplicable attorney-client or work-product privilege. (e) In connection with any Third Party Claim, the Indemnified Person shall furnish Company on behalf of the Indemnifying Person with written notice Indemnitors hereby consents to the nonexclusive jurisdiction of any proposed settlement court in sufficient which an Action in respect of a Third Party Claim is brought against any Indemnitee for purposes of any claim that the Indemnitee may have under this Section 9.3(e) with respect to such Action or the matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. (f) Parent may reduce the number of shares of Parent Common Stock constituting the Holdback Amount to account for any Losses indemnifiable pursuant this Article IX accrued and finally determined during the period of time from the Closing up to allow and including the Indemnifying Person Release Date, with the value of each such share of Parent Common Stock to act thereonbe equal to the Closing Price. Within fifteen (15) days after If the giving of such noticeIndemnitee is a Stockholder Indemnitee, the Indemnified Person Parent Indemnitor shall be permitted promptly deliver cash to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person Stockholders, in accordance with the terms of instructions provided to the Parent Indemnitor by the Stockholders’ Representative, for any Losses finally determined and indemnifiable pursuant this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimIX.

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to which indemnity may be sought under the provisions of this Agreement against the Indemnified Person Article X (a “Third-Third Party Claim”), such Indemnified Person must the Indemnitee shall notify the Indemnifying Person Indemnitor in writing, writing of the Third-such Third Party Claim (such notice, a “Third-Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim Notice”) as promptly as reasonably possible after receiptwill not relieve the Indemnitor of any Liability it may have to the Indemnitee, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except and only to the extent that such failure or delay causes actual prejudice to the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person Indemnitor with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesClaim. (b) The Indemnified Person shall retain Indemnitor will have 20 days from the right date on which the Indemnitor received the Notice of Claim (the “Indemnitor Defense Review Period”) to employ its own counsel and notify the Indemnitee that the Indemnitor desires to discuss matters with the Indemnifying Person related to assume the defense or prosecution of such Third Party Claim and any Thirdlitigation resulting therefrom (a “Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance herewith, (i) the Indemnitee may retain separate co-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreementcounsel, but the Indemnified Person shall bear and shall be solely responsible for its own costs fees and expenses in connection with of such participation; provided, however, that, subject to Section 10.3(a) above, all decisions counsel shall not be at the expense of the Indemnifying Person shall be final Indemnitor unless the employment of such counsel has been specifically authorized in writing by the Indemnitor, and the Indemnified Person shall cooperate with the Indemnifying Person in all respects participate in the defense of the Third-Third Party Claim, including refraining from taking any position adverse but the Indemnitor shall control the defense thereof; (ii) the Indemnitor will not consent to the Indemnifying Personentry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee which shall not be unreasonably withheld, delayed or conditioned; (iii) the Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligation under this Agreement; (iv) the Indemnitor shall conduct the Third Party Defense actively and diligently and provide reasonable updates in connection with the Third Party Defense to the Indemnitee; and (v) the Indemnitee will provide reasonable cooperation in the Third Party Defense. Notwithstanding the foregoing, if counsel for the Indemnitee reasonably determines that there is a conflict between the positions of the Indemnitor and the Indemnitee in conducting the defense of such Action or that there are legal defenses available to such Indemnitee different from or in addition to those available to the Indemnitor, then counsel for the Indemnitee shall be entitled, if the Indemnitee so elects, to conduct the defense to the extent reasonably determined by such counsel to protect the interests of the Indemnitee, at the expense of the Indemnitor. (c) If the Indemnifying Person fails Indemnitor does not assume the Third Party Defense prior to give notice the end of the assumption Indemnitor Defense Review Period, the Indemnitee shall have the right to assume the Third Party Defense at the expense of the Indemnitor; provided, however, that the Indemnitor shall have the right, at its expense, to participate in such Third Party Defense but the Indemnitee shall control the investigation, defense and settlement thereof. The Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall not consent to the entry of any Third-judgment or enter into any settlement with respect to the Third Party Claim within a reasonable time period in any manner without the consent of the Indemnitor (such consent not to exceed forty-five be unreasonably withheld, delayed or conditioned). (45d) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer The Indemnitor will not be entitled to assume the Third Party Defense if: (but shall continue to be entitled to participate ini) such defense. The Indemnified Person may, at its option, continue to defend such Third-the Third Party Claim andseeks, in such eventaddition to or in lieu of monetary damages, any injunctive or other equitable relief; (ii) the Third Party Claim relates to or arises in connection with any criminal Action, indictment or allegation; (iii) the Indemnitor fails to provide reasonable assurance to the Indemnitee of its financial capacity to prosecute the Third Party Defense; (iv) the Third Party Claim could give rise to Losses that are more than the remaining unreserved amount of the Escrow Fund; or (v) the Third Party Claim relates to a breach of Section 5.22. (e) Notwithstanding anything in this Agreement to the Contrary, for the purposes of any notices under this Article X, the Indemnifying Person Buyer shall indemnify have satisfied its obligations by providing notice to the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person Representatives in accordance with the terms Section 11.1. (f) The provisions of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; Section 10.6(b), (b) assumes the defense of such Third-Party Claim; c), and (cd) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability shall not apply to fulfill its obligations under this Article 10 in connection with such Third-Third Party ClaimClaims pertaining to Taxes.

Indemnification Procedure for Third Party Claims. In the event that, subsequent to the Closing, any person or entity entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any Governmental Authority) (a “Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice regarding such claim to the Indemnifying Party after learning of such claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within fifteen (15) Business Days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed. (a) In the event that any party the Indemnifying Party shall fail to give the Defense Notice within said 15-day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct the defense in good faith and to compromise and settle the claim in good faith with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed) and the “Indemnified Person”) desires to make a claim against any Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses paid or incurred in connection therewith but only upon the terms and conditions of this section 9; provided, however, that the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to such claim or proceeding. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall be entitled to have the exclusive control over said defense settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (Any fees or costs incurred by the Indemnified Party whilst engaging in such participation shall not be included within the calculation of its Losses for purposes of its entitlement to indemnification under this Section 10.4). In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld. (c) Without the prior written consent of the Indemnified Party which may be withheld for any Losses reason or no reason, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim after assuming the defense of such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Person Party is not entitled to indemnification hereunder. (d) Notwithstanding Section 10.4(b), the Indemnifying Party shall not be entitled to control, but may seek indemnification hereunder in respect participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a claim temporary restraining order, a preliminary or demand made by any Person not a party to this Agreement permanent injunction or specific performance against the Indemnified Person Party, (ii) that involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful, would set a “Third-precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) that imposes liability on the part of the Indemnified Party Claim”)for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, such Indemnified Person must notify the Indemnifying Person in writing, Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Third-Indemnifying Party, which consent will not be unreasonably withheld. (e) Any final judgment entered or settlement agreed upon in the manner provided herein shall conclusively be deemed to be an obligation with respect to which the Indemnified Party Claim is entitled to prompt indemnification hereunder. (a “Third-f) A failure by an Indemnified Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete or accurate notice as provided in this Section 10.4 will not affect the indemnification provided rights or obligations of any party hereunder except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt , any party entitled to receive such notice was deprived of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails failure to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such timely notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts that could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), such Indemnified Person must the Indemnitee shall as soon as reasonably practicable notify the Indemnifying Person Indemnitor in writing, writing of the Third-such Third Party Claim (a “Third-Party Notice of Claim”). The Notice of Claim Notice”shall (i) as promptly as reasonably possible after receiptstate that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, but and (ii) specify in no event later than fifteen (15) calendar days after receiptreasonable detail each individual item of Loss included in the amount so stated, by the date such Indemnified Person of notice item was paid or properly accrued, the basis for any anticipated liability and the nature of the Third-Party Claim; providedmisrepresentation, that failure breach of warranty, breach of covenant or claim to give a Third-Party Claim Notice on a timely basis shall not affect which each such item is related and the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt computation of the Third-Party amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense a copy of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person all papers served with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement Claim, if any, and related expensesany other documents evidencing such Third Party Claim. (b) The Indemnified Person shall retain Indemnitor may notify the right Indemnitee that the Indemnitor desires to employ its own counsel and to discuss matters with the Indemnifying Person related to assume the defense or prosecution of such Third Party Claim and any Thirdlitigation resulting therefrom with counsel of its choice and at its sole cost and expense (a “Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance herewith, (i) the Indemnitee may retain separate co-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear counsel at its sole cost and shall be solely responsible for its own costs expense and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects participate in the defense of the Third-Third Party Claim, including refraining from taking but the Indemnitor shall control the investigation, defense and settlement thereof, (ii) the Indemnitee will not file any position adverse papers or consent to the Indemnifying Personentry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor and (iii) the Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim to the extent such judgment or settlement provides for equitable relief without the prior written consent of the Indemnitee. The parties will use commercially reasonable efforts to minimize Losses from Third Party Claims and will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnitor has assumed the Third Party Defense, such Indemnitor will not be obligated to indemnify the Indemnitee hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s prior written consent. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period Indemnitor does not affirmatively elect not to exceed forty-five (45) days after receipt of assume the Third-Third Party Claim Notice from the Indemnified PersonDefense in accordance with Section 9.4(b), the Indemnifying Person shall no longer Indemnitee will be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person maythe Third Party Defense, at its optionsole cost and expense (or, continue if the Indemnitee incurs a Loss with respect to defend such Third-Party Claim and, the matter in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim question for which the Indemnifying Person Indemnitee is otherwise entitled to indemnification pursuant to Section 9.2 or 9.3, as applicable, at the expense of the Indemnitor) upon delivery of notice to such effect to the Indemnitor; provided that the (i) Indemnitor shall have the right to participate in the Third Party Defense at its sole cost and expense, but the Indemnitee shall control the investigation, defense and settlement thereof; (ii) the Indemnitor may at any time thereafter assume the Third Party Defense, in which event the Indemnitor shall bear the reasonable fees, costs and expenses of the Indemnitee’s counsel incurred prior to the assumption by the Indemnitor of the Third Party Defense, and (iii) the Indemnitor will not be obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in indemnify the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating Indemnitee hereunder for any settlement of such Third-Party Claim, entered into or any judgment that was consented to without the Indemnified Person shall furnish the Indemnifying Person with Indemnitor’s prior written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claimconsent.

Indemnification Procedure for Third Party Claims. In the event that, subsequent to the Closing, any person or entity entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any Governmental Authority) (a “Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement or which will be applied against the Basket Amount, as defined in Section 9.5(b)(i) (an “Indemnifying Party”), the Indemnified Party shall give written notice (a “Third Party Claim Notice”) regarding such claim to the Indemnifying Party within 20 Business Days after learning of such claim, unless the notice relates to commencement of an action or proceeding, in which case such notice shall be given as soon as practicable, and at least 15 Business Days prior to any response required by applicable Law or tribunal rule. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within 15 Business Days after receipt from the Indemnified Party of a Third Party Claim Notice, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed. (a) In the event that any party the Indemnifying Party shall fail to give the Defense Notice within said 15-Business Day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct the defense in good faith and to compromise and settle the claim in good faith with the consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) and the “Indemnified Person”) desires to make a claim against any Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses paid or incurred in connection therewith but only upon the terms and conditions of this Article IX; provided, however, that the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to such claim or proceeding. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall nonetheless (i) have, and be deemed to have, reserved all of his or its rights to deny, in whole or in part, the Indemnified Party’s claim for indemnification; and (ii) be entitled to have the exclusive control over said defense settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (Any fees or costs incurred by the Indemnified Party whilst engaging in such participation shall not be included within the calculation of its Losses for purposes of its entitlement to indemnification under this Section 9.3). In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, conditioned or delayed). (c) Without the prior written consent of the Indemnified Party which may be withheld for any Losses reason or no reason, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim after assuming the defense of such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Person Party is not entitled to indemnification hereunder, or (iii) such settlement or cessation will not result in a full release of the Indemnified Party with respect to such claim. (d) Notwithstanding Section 9.2(b), the Indemnifying Party shall not be entitled to control, but may seek indemnification hereunder in respect participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a claim temporary restraining order, a preliminary or demand made by any Person not a party to this Agreement permanent injunction or specific performance against the Indemnified Person Party, (ii) that involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful and even with indemnification hereunder, would set a “Third-precedent that would materially interfere with, or have a Material Adverse Effect on, the business or financial condition of the Indemnified Party, or (iv) that imposes liability on the part of the Indemnified Party Claim”)for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, such Indemnified Person must notify the Indemnifying Person in writing, Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Third-Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed. (e) Any final judgment entered or settlement agreed upon in the manner provided herein shall conclusively be deemed to be an obligation with respect to which the Indemnified Party Claim is entitled to prompt indemnification hereunder. (a “Third-f) A failure by any Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete or accurate notice as provided in this Section 9.3 will not affect the indemnification provided rights or obligations of any Party hereunder except and only to the extent the Indemnifying Person shall have been actually that, as a result of such failure, any Party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise directly and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails failure to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such timely notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. If any DaVita Indemnitee or any Rockwell Indemnitee entitled to indemnification under this Article XII (the “Indemnified Party”) receives notice of the assertion of any claim, or the commencement of any suit, action or proceeding by any Person who is not a party hereto or an Affiliate of a party hereto (a “Third Party Claim”) against such Indemnified Party, the Indemnified Party shall give written notice regarding such Third Party Claim to the party hereto that is required to provide indemnification under this Article XII (the “Indemnifying Party”) within [* *] after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within [* *] after receipt from the Indemnified Party of notice of such Third Party Claim, which Defense Notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Third Party Claim (“Defense Counsel”), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that: (a) the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned or delayed by the Indemnified Party and (b) as a condition precedent to the Indemnifying Party’s right to assume control of such defense, the Indemnifying Party must first enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible for any and all Losses relating to such suit Third Party Claim and unconditionally guarantees the payment and performance of any and all Losses which may arise with respect to such Third Party Claim, subject to the terms and conditions set forth in this Section 12. The Indemnifying Party shall not have the right to assume control of, but may participate in, and the Indemnified Party shall have the sole right to assume control of any Third Party Claim which: (i) seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) involves criminal or quasi-criminal allegations against the Indemnified Party, (iii) if unsuccessful would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) imposes liability in the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification under this Article XII. If the Indemnifying Party is permitted to assume and control the defense of any Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (V) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and 12 the Indemnified Party, or (C) the Indemnifying Party has failed to assume the defense and employ counsel, in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any Third Party Claim without the prior written consent of the Indemnified Party if (w) such judgment or settlement would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (x) such judgment or settlement would result in the finding or admission of any violation of any federal, state or local law, statute, ordinance or regulation, (y) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such Third Party Claim, or (z) as a result of such judgment or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party. In the event that any party (the “Indemnified Person”) desires Indemnifying Party fails to make a claim against any other party (give the “Indemnifying Person”) in connection with any Losses for which Defense Notice within [* *] of receiving notice of such Third Party Claim from the Indemnified Person may seek indemnification hereunder Party, it shall be deemed to have elected not to conduct the defense of such Third Party Claim, or in respect the event the Indemnifying Party does deliver a Defense Notice within [* *] of receiving notice of such Third Party Claim from the Indemnified Party and thereby elects to not conduct the defense of such Third Party Claim, then in either such event the Indemnified Party shall have the right to conduct and control the defense of such Third Party Claim in good faith and to compromise and settle such Third Party Claim or consent to the entry of a claim or demand made judgment of such Third Party Claim in good faith without the prior consent of the Indemnifying Party. A failure by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete or accurate notice as provided in this Section 12.3 will not affect the indemnification provided hereunder rights or obligations of the Indemnifying Party except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, Party entitled to assume or participate in the defense receive such notice was deprived of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails failure to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such timely notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that When seeking indemnification to any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made threatened claim brought by any Person not a third party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), a Seller Indemnified Party shall promptly notify Purchasers, as the indemnifying party, in writing of any such Third Party Claim. With respect to a Third Party Claim, Purchasers may, by providing written notice to the Seller Indemnified Person must notify Party within ten (10) business days after being notified of a potential Third Party Claim, assume the Indemnifying Person defense of such Third Party Claim, provided, that counsel for Purchasers who conducts the defense of such Third Party Claim, shall be reasonably satisfactory to the Seller Indemnified Party, and the Seller Indemnified Party may participate in such defense, but only at its own expense, and, provided further, that the reasonable fees and expenses of the Seller Indemnified Party’s counsel shall be paid by Purchasers if: (a) The employment of such separate counsel has been specifically authorized by Purchasers in writing; (b) Purchasers have (x) declined to assume the defense and employ counsel or (y) has not, within ten (10) business days after being notified of a potential Third Party Claim hereunder, provided notice in writing of its election to assume the defense of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-relevant Third Party Claim; provided, or (c) The Seller Indemnified Party reasonably believes that failure to give counsel selected by Purchasers has a Third-conflict of interest or potential conflict of interest in representing both Parties in defense of such Third Party Claim. Purchasers shall not compromise or settle any Third Party Claim Notice on a timely basis except with the consent of the Seller Indemnified Party, which consent shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person be unreasonably withheld. The Seller Indemnified Party shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate reasonably cooperate in the defense of any Third-Third Party Claim at the cost of Indemnifying PersonClaim. In the event the Seller Indemnified Party incurs any case in which expenses covered by this Article 9, Purchasers shall reimburse the Indemnifying Person assumes the defense Seller Indemnified Party for such covered expenses within thirty (30) days of the Third-Party ClaimSeller Indemnified Party’s delivery to Purchasers of an invoice therefore, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenseswith receipts attached; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim if it shall be limited to ultimately determined that the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Seller Indemnified Person shall retain the Party has no right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of indemnification hereunder, it shall promptly reimburse Purchasers for any Third-Party Claim, the defense of which has been assumed expenses paid by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses Purchasers in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a) 9.3.1 In the event that subsequent to the Closing any party Person or entity entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "THIRD PARTY CLAIM"), against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Person (Party shall give written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary, by such in the Indemnified Person of notice of the Third-Party Claim; providedParty's reasonable judgment, that failure to give the Indemnifying Party a Third-reasonable opportunity to respond to and defend such claim). The Indemnifying Party Claim Notice on a timely basis shall not affect have the indemnification provided hereunder except right, upon written notice to the extent Indemnified Party (the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person "DEFENSE NOTICE") within ten (10) calendar days’ notice prior to executing any settlement agreement and days after receipt from the Indemnified Person Party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve or reject the defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval. 9.3.2 In the event that the Indemnifying Party shall fail to timely give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith at the cost and expense of the Indemnifying Party and the Indemnifying Party shall reimburse the Indemnified Party for all costs, expenses and settlement and related expensesamounts actually paid in connection therewith; provided, however, that upon rejection of any settlement and related expenses, -------- ------- under no circumstances shall the Indemnified Person shall assume control of the defense of such Third-Party compromise or settle any Third Party Claim and without the liability prior written consent of the Indemnifying Person with respect to such Third-Party Claim shall be limited to (which, in the amount or the monetary equivalent case of the rejected settlement and related expensesSellers, may be granted by the Sellers' Representative (as defined in Section 9.13)), which consent shall not be ------------ unreasonably withheld or delayed. (b) The Indemnified Person shall retain 9.3.3 In the right to employ its own counsel and to discuss matters with event that the Indemnifying Person related Party does elect to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in conduct the defense of the Third-subject claim, the Indemnified Party Claim, including refraining from taking any position adverse will cooperate with and make available to the Indemnifying Person. (c) If Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Person fails Party, and the Indemnified Party shall have the right at its expense to give notice participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the assumption Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified PersonParty, the Indemnifying Person Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such settlement includes a written admission of guilt. The Indemnifying Party shall no longer not be entitled to assume (but control, and the Indemnified Party shall continue to be entitled to participate inhave sole control over, the defense or settlement of any claim (A) to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party or (B) in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of such defensedefense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). The If an offer is made to settle a Third Party Claim which all parties to such Third Party Claim (including the Indemnifying Party) are prepared to settle and which offer the Indemnifying Party is permitted to settle under this Section 9.3.3 only upon the prior written consent of the Indemnified Person mayParty, at ------------- the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within thirty (30) calendar days after its optionreceipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify Party as to such Third Party Claim will not exceed the Indemnified Person for all reasonable fees amount of such settlement offer, plus costs and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses paid or incurred by the Indemnified Person in connection with such Claim; (b) assumes Party through the defense end of such Third-Party Claim; thirty (30)-day period. 9.3.4 Any judgment entered, order issued or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and (c) takes such other actions as shall conclusively be deemed to be an obligation with respect to which the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability Party is entitled to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) In the event that, subsequent to the Closing, any Person that any party is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, the “Indemnifying Person”) in connection with issuance of any Losses for which order or the Indemnified Person may seek indemnification hereunder in respect commencement of a claim any action or demand made proceeding by any Person who is not a party Party to this Agreement against the Indemnified Person or an Affiliate of a Party, including any Governmental Authority (a “Third-Party Claim”), against such Indemnified Person must notify Party, for which a Party is or may be required to provide indemnification under this Agreement, the Indemnified Party shall give written notice thereof to the indemnifying party (or, if the Indemnified Party is a Parent Indemnified Party, the Securityholder Representative) (such indemnifying party or the Securityholder Representative, as applicable, an “Indemnifying Person Party”), together with a statement of any and all available information regarding such Third-Party Claim, promptly but in writing, any event within fifteen (15) days after learning of the such Third-Party Claim (or within such shorter time as may be necessary to give the Indemnifying Party a “reasonable opportunity to respond to and defend such Third-Party Claim). The failure of any Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent the applicable Indemnifying Parties are actually prejudiced by such delay or failure, in which case the amount of reimbursement to which the Indemnified Party is entitled shall be reduced by the amount, if any, by which the Indemnified Party’s Losses would have been less had such Claim Notice”Notice been timely given. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such receipt from the Indemnified Person Party of notice of such Third-Party Claim, to conduct at its expense the defense against such Third-Party Claim; provided, that failure such Indemnifying Party shall not have the right to give a defend or direct the defense of any such Third-Party Claim Notice on a timely basis shall not affect if (a) the indemnification provided hereunder except to Indemnified Party has been advised by counsel that an actual or potential conflict exists between the extent Indemnified Party and the Indemnifying Person shall have been actually and materially prejudiced as a result Parties in connection with the defense of such failure. Upon receipt Third-Party Claim, (b) in the case of a Parent Indemnified Party, the Third-Party Claim is asserted directly by or on behalf of a Person that is a supplier or customer of the Company, if in the reasonable judgment of the Parent Indemnified Party (which may be asserted at any time) the Indemnifying Party’s defense of such Third-Party Claim would reasonably be expected to materially and adversely impact the Parent Indemnified Party’s (or the Company’s) existing or proposed relationship with such supplier or customer, (c) the Third-Party Claim seeks an injunction or other equitable relief against the Indemnified Party as the primary form of relief in such claim, (d) the Third-Party Claim seeks a finding or admission of a criminal violation of Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates, (e) the assumption of defense of the Third-Party Claim Notice from the Indemnified Person, by the Indemnifying Person shall be entitledParty is reasonably likely to cause a Parent Indemnified Party to lose coverage under the R&W Insurance Policy, at or (f) a Parent Indemnified Party or the Indemnifying Person’s election, insurer is required to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and pursuant to the liability of R&W Insurance Policy. In the event that the Indemnifying Person with respect Party elects to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to conduct the defense of any the subject Third-Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it. The Indemnified Party shall have the right to participate in the defense assisted by counsel of which has been assumed its own choosing, provided that the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses incurred by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses Party in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions the defense thereof. Without the prior written consent of the Indemnifying Person shall Indemnified Party (such consent not to be final and the Indemnified Person shall cooperate with unreasonably withheld, conditioned or delayed), the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking will not enter into any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense settlement of any Third-Party Claim within or cease to defend against such claim if, pursuant to or as a reasonable time period result of such settlement or cessation, injunctive or other equitable relief would be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to exceed forty-five (45) days after receipt such claim. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have control over, the defense or settlement of the any Third-Party Claim Notice from to the extent such claim seeks an order, injunction or other equitable relief against the Indemnified PersonParty which, if successful, would materially interfere with the business of the Indemnified Party, or in a proceeding to which the Indemnifying Party is also a party and joint representation would be inappropriate. If an offer is made to settle a Third-Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 11.5 only upon the prior written consent of the Indemnified Party, and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Person shall no longer be entitled Party will give prompt written notice to assume the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within twenty (but shall 20) calendar days after its receipt of such notice, the Indemnified Party may continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to contest or defend such Third-Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Party as to such Third-Party Claim for which will not exceed the Indemnifying Person is otherwise obligated amount of such settlement offer. Notwithstanding anything contained herein to provide indemnification hereunder). The Indemnifying Person the contrary, no Indemnified Party shall be entitled to participate at its own expense and with its own counsel in the defense of settle any Third-Party Claim without the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with prior written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance consent of the Indemnifying Person’s ability Party (such consent not to fulfill its obligations under this Article 10 in connection with such Third-Party Claimbe unreasonably withheld, conditioned or delayed).

Indemnification Procedure for Third Party Claims. (a) 9.3.1 In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a " THIRD PARTY CLAIM"), against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Person (Party shall give written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary, by in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Person Party (the "DEFENSE NOTICE") within ten days (10) after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the Third-Party Claimdefense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval. 9.3.2 In the event that the Indemnifying Party shall fail to timely give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith at the cost and expense of the Indemnifying Party and the Indemnifying Party shall reimburse the Indemnified Party for all costs, expenses and settlement and related expensesamounts actually paid in connection therewith; provided, however, that upon rejection of any settlement and related expenses, -------- ------- under no circumstances shall the Indemnified Person shall assume control of the defense of such Third-Party compromise or settle any Third Party Claim and without the liability prior written consent of the Indemnifying Person with respect to such Third-Party Claim shall be limited to (which, in the amount or the monetary equivalent case of the rejected settlement and related expensesStockholders, may be granted by the Stockholder Representative (as defined in Section 9.13)), which consent ------------ shall not be unreasonably withheld or delayed. (b) The Indemnified Person shall retain 9.3.3 In the right to employ its own counsel and to discuss matters with event that the Indemnifying Person related Party does elect to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in conduct the defense of the Third-subject claim, the Indemnified Party Claim, including refraining from taking any position adverse will cooperate with and make available to the Indemnifying Person. (c) If Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Person fails Party, and the Indemnified Party shall have the right at its expense to give notice participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the assumption Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified PersonParty, the Indemnifying Person Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such settlement includes a written admission of guilt. The Indemnifying Party shall no longer not be entitled to assume (but control, and the Indemnified Party shall continue to be entitled to participate inhave sole control over, the defense or settlement of any claim (A) to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party or (B) in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of such defensedefense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). The If an offer is made to settle a Third Party Claim which all parties to such Third Party Claim (including the Indemnifying Party) are prepared to settle and which offer the Indemnifying Party is permitted to settle under this Section 9.3.3 only upon the prior written consent of the Indemnified Person mayParty, at ------------- the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within (30) calendar days after its optionreceipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify Party as to such Third Party Claim will not exceed the Indemnified Person for all reasonable fees amount of such settlement offer, plus costs and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses paid or incurred by the Indemnified Person in connection with such Claim; (b) assumes Party through the defense end of such Third-Party Claim; (30) day period. 9.3.4 Any judgment entered, order issued or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and (c) takes such other actions as shall conclusively be deemed to be an obligation with respect to which the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability Party is entitled to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (ai) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or Proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Third-Third Party Claim”) against such Indemnified Party, with respect to which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice of such Indemnified Person must notify claim to the Indemnifying Person in writing, Party within thirty (30) days after learning of such claim (the Third-Party Claim (a “Third-Party Claim Notice”). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen within thirty (1530) calendar days after receipt, by such receipt from the Indemnified Person of notice Party of the Third-Claim Notice, which Defense Notice shall specify the counsel the Indemnifying Party Claimwill appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval (and such process shall be repeated until the Indemnified Party shall have approve the Defense Counsel specified by the Indemnifying Party); provided, further, that if such claim is covered by insurance and the insurance policy governs the selection of counsel, the terms of the insurance policy shall govern. If the Indemnifying Party delivers a Defense Notice, the delivery of such Defense Notice shall constitute acceptance of responsibility for such claim or reject action and the Indemnifying Party shall be fully responsible for all liabilities arising out of or relating to such claim or action, including the costs of the defense thereof. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (x) the Third Party Claim seeks injunctive or other equitable relief, (y) the Indemnified Party, in the claim notice to the Indemnifying Party, states that, based on advice of counsel, it believes that its interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Party, (y) such Indemnifying Party is unable to or does not provide the Indemnified Party with reasonable assurance of its ability to pay the expenses of the defense against such Third Party Claim, or (z) the Third Party Claim involves or is related to a Designated Claim. (ii) In the event that the Indemnifying Party shall fail to give the Defense Notice within the time period described above, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim in good faith subject to the consent of the Indemnifying Party (which consent will not be unreasonably withheld), and such Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses actually paid or incurred in connection therewith. If the Indemnifying Party is not entitled to assume the defense of a Third Party Claim because of reasons set forth in the last sentence of the preceding paragraph, the Indemnified Party may not settle the Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, if such settlement would lead to any liability or create any other obligation of the Indemnifying Party. (iii) In the event that the Indemnifying Party does deliver a Defense Notice within the time period described above and related expensesthereby elects to conduct the defense of the subject claim, the Indemnifying Party shall diligently conduct such defense and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (iv) The Indemnifying Party may enter into any settlement of any Third Party Claim; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period may not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating enter into any settlement of such Third-any Third Party Claim, Claim without the prior written consent of the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time Party if pursuant to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving or as a result of such noticesettlement, (A) injunctive or other equitable relief would be imposed against the Indemnified Person shall be permitted to effect Party, or (B) such settlement unless would or could reasonably be expected to lead to any liability or create any financial or other obligation on the Indemnifying Person (a) reimburses part of the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimParty.

Indemnification Procedure for Third Party Claims. (a) 8.3.1 In the event that any party person or entity entitled to indemnification under this Agreement (an "Indemnified Party") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "Third Party Claim"), against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person (Party shall give written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such 40 shorter time as may be necessary, by in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such Indemnified Person of notice of the Third-Party Claimclaim); provided, however, that the failure to give a Third-Party Claim Notice on a timely basis such notice shall not affect the indemnification provided right to indemnity hereunder except to the extent the Indemnifying Person Party is prejudiced by such delay. The Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Upon the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s electionParty of notice of such claim, to assume conduct at its expense the defense against such claim in its own name, or participate if necessary in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense name of the Third-Party ClaimIndemnified Party; provided, the Indemnifying Person shall give however, that the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party shall have the right to approve the defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval. 8.3.2 In the event that the Indemnifying Party shall fail to timely give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim only with the prior consent of the Indemnifying Party (which consent shall not be unreasonably withheld or reject delayed) and the Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. 8.3.3 In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Party will cooperate with and related expensesmake available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such settlement includes a written admission of guilt. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (A) to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party or (B) in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of such defense shall constitute an amount for which the Indemnified Party is 41 entitled to indemnification hereunder); provided, however, that the Indemnifying Party shall have the right to settle such claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If an offer is made to settle a Third Party Claim which all parties to such Third Party Claim (including the Indemnifying Party) are prepared to settle and which offer the Indemnifying Party is permitted to settle under this Section 8.3.2 only upon rejection the prior ------------- written consent of any settlement and related expensesthe Indemnified Party, the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within (30) calendar days after its receipt of such notice, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall may continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify Party as to such Third Party Claim will not exceed the Indemnified Person for all reasonable fees amount of such settlement offer, plus costs and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses paid or incurred by the Indemnified Person in connection with such Claim; (b) assumes Party through the defense end of such Third-Party Claim; (30) day period. 8.3.4 Any judgment entered, order issued or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and (c) takes such other actions as shall conclusively be deemed to be an obligation with respect to which the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability Party is entitled to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party person or entity entitled to indemnification under this Agreement (the an “Indemnified PersonINDEMNIFIED PARTY”) desires to make a claim against receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person person or entity who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including, but not limited to, any domestic or foreign court or governmental authority, federal, state or local) (a “Third-Party ClaimTHIRD PARTY CLAIM”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “INDEMNIFYING PARTY”), the Indemnified Party shall give written notice together with a statement of any available information regarding such Indemnified Person must notify claim (and attaching a copy of all papers served with respect to such claim) to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than within fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim) (the “CLAIM NOTICE”). The Indemnifying Party shall have the right, by such upon written notice to the Indemnified Person Party (the “DEFENSE NOTICE”) within fifteen (15) days after receipt from the Indemnified Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim (“DEFENSE COUNSEL”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval, provided that the Indemnifying Party shall be entitled to take such action as is reasonable under the circumstances to protect its rights pending agreement upon the selection of Defense Counsel. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if the Third Party Claim seeks injunctive or reject other equitable relief or if the Indemnified Party, in the Claim Notice, states that, based on advice of counsel, it believes that its interests in the Third Party Claims are or can reasonably be expected to be adverse to the interests of Indemnifying Party. (i) In the event that the Indemnifying Party shall fail to give the Defense Notice within the time period described above, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim without prior consent of the Indemnifying Party and such Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. If the Indemnifying Party is not entitled to assume the defense of a Third Party Claim because of reasons set forth in the last sentence of the preceding paragraph, the Indemnified Party may not settle the Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, if such settlement would lead to any liability or create any other obligation of the Indemnifying Party. (ii) In the event that the Indemnifying Party does deliver a Defense Notice within the time period described above and related expensesthereby elects to conduct the defense of the subject claim, the Indemnifying Party shall diligently conduct such defense and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (iii) The Indemnifying Party may enter into any settlement of any Third Party Claim or cease to defend against such claim; provided, however, that upon rejection the Indemnifying Party may not enter into any settlement of any settlement and related expenses, Third Party Claim or cease to defend against such claim without the prior written consent of the Indemnified Person shall assume control Party if pursuant to or as a result of such settlement or cessation, (A) injunctive or other equitable relief would be imposed against the Indemnified Party, or (B) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the defense of such Third-Indemnified Party Claim and for which the liability of Indemnified Party is not entitled to indemnification hereunder. (iv) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Person Party, and shall conclusively be deemed to be an obligation with respect to such Third-which the Indemnified Party Claim shall be limited is entitled to the amount or the monetary equivalent of the rejected settlement prompt indemnification hereunder. It is understood and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with agreed that if the Indemnifying Person related to Party is the defense of any Third-Party Claim, Company and/or the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) Stockholders collectively for purposes of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. paragraph (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person Stockholders’ Representative shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement agent of such Third-Party Claim, persons respect to the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person matters arising hereunder in accordance with the terms provisions of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimSECTION 7.16.

Indemnification Procedure for Third Party Claims. (a) 5.3.1 In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (an "Indemnified Party") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "Third Party Claim"), against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Person (Party shall give written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary, by in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Person Party (the "Defense Notice") within ten days (10) after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the Third-Party Claimdefense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval. 5.3.2 In the event that the Indemnifying Party shall fail to timely give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith at the cost and expense of the Indemnifying Party and the Indemnifying Party shall reimburse the Indemnified Party for all costs, expenses and settlement and related expensesamounts actually paid in connection therewith; provided, however, that upon rejection of any settlement and related expenses, under no circumstances shall the Indemnified Person shall assume control of the defense of such Third-Party compromise or settle any Third Party Claim and without the liability prior written consent of the Indemnifying Person with respect to such Third-Party Claim shall be limited to (which, in the amount or the monetary equivalent case of the rejected settlement and related expensesMembers, may be granted by the Member Representative (as defined in Section 5.13)), which consent shall not be unreasonably withheld or delayed. (b) The Indemnified Person shall retain 5.3.3 In the right to employ its own counsel and to discuss matters with event that the Indemnifying Person related Party does elect to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in conduct the defense of the Third-subject claim, the Indemnified Party Claim, including refraining from taking any position adverse will cooperate with and make available to the Indemnifying Person. (c) If Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Person fails Party, and the Indemnified Party shall have the right at its expense to give notice participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the assumption Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified PersonParty, the Indemnifying Person Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such settlement includes a written admission of guilt. The Indemnifying Party shall no longer not be entitled to assume (but control, and the Indemnified Party shall continue to be entitled to participate inhave sole control over, the defense or settlement of any claim (A) to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party or (B) in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of such defensedefense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). The If an offer is made to settle a Third Party Claim which all parties to such Third Party Claim (including the Indemnifying Party) are prepared to settle and which offer the Indemnifying Party is permitted to settle under this Section 5.3.3 only upon the prior written consent of the Indemnified Person mayParty, at the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within (30) calendar days after its optionreceipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify Party as to such Third Party Claim will not exceed the Indemnified Person for all reasonable fees amount of such settlement offer, plus costs and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses paid or incurred by the Indemnified Person in connection with such Claim; (b) assumes Party through the defense end of such Third-Party Claim; (30) day period. 5.3.4 Any judgment entered, order issued or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and (c) takes such other actions as shall conclusively be deemed to be an obligation with respect to which the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability Party is entitled to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) 9.3.1 In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "THIRD PARTY CLAIM"), against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Person (Party shall give written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary, by in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Person Party (the "DEFENSE NOTICE") within ten days (10) after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the Third-Party Claimdefense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-the -------- ------- Indemnified Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval. 9.3.2 In the event that the Indemnifying Party shall fail to timely give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith at the cost and expense of the Indemnifying Party and the Indemnifying Party shall reimburse the Indemnified Party for all costs, expenses and settlement and related expensesamounts actually paid in connection therewith; provided, however, that upon rejection of any settlement and related expenses, -------- ------- under no circumstances shall the Indemnified Person shall assume control of the defense of such Third-Party compromise or settle any Third Party Claim and without the liability prior written consent of the Indemnifying Person with respect to such Third-Party Claim shall be limited to (which, in the amount or the monetary equivalent case of the rejected settlement and related expensesMembers, may be granted by the Member Representative (as defined in Section 9.13)), which consent ------------ shall not be unreasonably withheld or delayed. (b) The Indemnified Person shall retain 9.3.3 In the right to employ its own counsel and to discuss matters with event that the Indemnifying Person related Party does elect to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in conduct the defense of the Third-subject claim, the Indemnified Party Claim, including refraining from taking any position adverse will cooperate with and make available to the Indemnifying Person. (c) If Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Person fails Party, and the Indemnified Party shall have the right at its expense to give notice participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the assumption Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified PersonParty, the Indemnifying Person Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such settlement includes a written admission of guilt. The Indemnifying Party shall no longer not be entitled to assume (but control, and the Indemnified Party shall continue to be entitled to participate inhave sole control over, the defense or settlement of any claim (A) to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party or (B) in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of such defensedefense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). The If an offer is made to settle a Third Party Claim which all parties to such Third Party Claim (including the Indemnifying Party) are prepared to settle and which offer the Indemnifying Party is permitted to settle under this Section 9.3.3 only upon the prior written consent of the Indemnified Person mayParty, at ------------- the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within (30) calendar days after its optionreceipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify Party as to such Third Party Claim will not exceed the Indemnified Person for all reasonable fees amount of such settlement offer, plus costs and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses paid or incurred by the Indemnified Person in connection with such Claim; (b) assumes Party through the defense end of such Third-Party Claim; (30) day period. 9.3.4 Any judgment entered, order issued or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and (c) takes such other actions as shall conclusively be deemed to be an obligation with respect to which the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability Party is entitled to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (initiation of any Legal Proceeding against an Indemnitee by a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified PersonThird Party, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Indemnitor shall have the right after the receipt of notice, at its option and at its own expense, to approve be represented by counsel (which counsel shall be reasonably satisfactory to the Indemnitee) and to defend against, negotiate, settle or reject the settlement and related expensesother wise deal with any proceeding, claim, or demand which relates to any Damage indemnified against hereunder; provided, however, (i) that upon rejection the Indemnitor exercises such option in -------- ------- writing within 30 days of receipt of notice; and (ii) that the Indemnitee may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any settlement such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and related expensesthe Indemnitee defends against or otherwise deals with any such proceeding, claim or demand, the Indemnified Person Indemnitee may retain counsel (reasonably satisfactory to Indemnitor), at the expense of the Indemnitor, the Indemnitor shall assume nevertheless indemnify the Indemnitee for the full amount of the Damages relating to such proceeding, claim or demand and control of the defense of and settle such Third-Party Claim proceeding; provided that the Indemnitee -------- shall give the Indemnitor twenty (20) days written notice prior to entering into any such settlement and shall not settle any such claim without the liability consent of the Indemnifying Person Indemnitor, which consent shall not be unreasonably withheld. If the Indemnitee shall settle any such proceeding without the consent of the Indemnitor, the Indemnitee shall thereafter have no claim against the Indemnitor under this Article XIII with respect to any Damages occasioned by such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensessettlement. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee becomes aware of the possibility of any claim or the commencement of any Action by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to which indemnity may be sought under the provisions of this Agreement against the Indemnified Person Article IX (a “Third-Third Party Claim”), such Indemnified Person must the Indemnitee shall notify the Indemnifying Person Indemnitor in writing, writing of the Third-such Third Party Claim (such notice, a “Third-Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person will not relieve the Indemnitor of notice of any Liability it may have to the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder Indemnitee except to the extent that such failure or delay causes actual harm to the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person Indemnitor with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesClaim. (b) The Indemnified Person shall Indemnitor will have 20 days from the date on which the Indemnitor received the Notice of Claim (the “Indemnitor Defense Review Period”) to notify the Indemnitee that the Indemnitor desires to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom with counsel reasonably acceptable to the Indemnitee and at the sole cost and expense of the Indemnitor (a “Third Party Defense”). At any time prior to the Indemnitor’s assumption of the Third Party Defense in accordance herewith, the Indemnitee may file any motion, answer or other pleading or take any other action that the Indemnitee in good faith believes to be necessary or appropriate to protect its interests. If the Indemnitor assumes the Third Party Defense in accordance herewith: (i) the Indemnitee may retain the right to employ its own separate co-counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects participate in the defense of the Third-Third Party Claim, including refraining from taking any position adverse but the Indemnitor shall control the investigation, defense and settlement thereof; (ii) the Indemnitor will not consent to the Indemnifying entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee, which shall not be unreasonably withheld; (iii) the Indemnitor shall be conclusively deemed to have acknowledged that the Third Party Claim is within the scope of its indemnity obligations under this Agreement; (iv) the Indemnitor shall conduct the Third Party Defense actively and diligently and provide copies of all correspondence and related documentation in connection with the Third Party Defense to the Indemnitee; (v) the Indemnitor will not take any action, or omit to take any action, without the consent of the Indemnitee, that would cause (A) any Contracts, correspondence or other documents of the Indemnitee or its Affiliates to be disclosed to a third party or (B) any director, officer, employee or agent of the Indemnitee to take any action related to the Third Party Claim which could interfere with or contravene such Person’s duties to the Indemnitee or any Affiliate thereof and (vi) the Indemnitee will provide reasonable cooperation in the Third Party Defense. Notwithstanding the foregoing, if counsel for the Indemnitee reasonably determines that there is a conflict between the positions of the Indemnitor and the Indemnitee in conducting the defense of such Action or that there are legal defenses available to such Indemnitee different from or in addition to those available to the Indemnitor, then counsel for the Indemnitee shall be entitled, if the Indemnitee so elects, to conduct the defense to the extent reasonably determined by such counsel to protect the interests of the Indemnitee, at the expense of the Indemnitor. (c) If the Indemnifying Person fails Indemnitor does not assume the Third Party Defense prior to give notice the end of the assumption Indemnitor Defense Review Period, the Indemnitee shall have the right to assume the Third Party Defense with counsel of its choice at the expense of the Indemnitor; provided, however, that the Indemnitor shall have the right, at its expense, to participate in such Third Party Defense but the Indemnitee shall control the investigation, defense and settlement thereof. The Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any Third-judgment or enter into any settlement with respect to the Third Party Claim within a reasonable time period in any manner and on such terms as it may deem appropriate without the consent of the Indemnitor; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor (not to exceed forty-five (45be unreasonably withheld or delayed) days after receipt shall not be determinative of the Third-validity of the claim. (d) In connection with any Third Party Claim, the Indemnitor hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim Notice from is brought against any Indemnitee for purposes of any claim that the Indemnified Person, Indemnitee may have under this Article IX with respect to such Action or the Indemnifying Person shall no longer matters alleged therein and agrees that process may be served on the Indemnitor with respect to such a claim anywhere in the world. (e) The Indemnitor will not be entitled to assume the Third Party Defense (but shall continue to be entitled to participate inmay do so with the written authorization of the Indemnitee) such defense. The Indemnified Person may, at its option, continue to defend such Third-if: (i) the Third Party Claim andseeks, in such eventaddition to or in lieu of monetary damages, any injunctive or other equitable relief; (ii) the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses Third Party Claim relates to or arises in connection therewith with any criminal Action, indictment or allegation; (provided it is iii) a Third-conflict exists between the Indemnitee and the Indemnitor in respect of the Third Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with Section 9.4(a); or (iv) the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with Indemnitor has failed or is failing to vigorously prosecute or defend such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the “an "Indemnified Person”Party") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or Proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to, any domestic or foreign court or Governmental Body) (a "Third Party Claim") against such Indemnified Party, relating to a matter for which a party to this Agreement is required to provide indemnification under this Agreement (an "Indemnifying Party"), the Indemnified Party shall give written notice regarding such claim (and attaching a copy of all papers served with respect to such claim) to the Indemnifying Party within thirty (30) days after learning of such claim (the "Claim Notice"). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of the Claim Notice, to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if the Third Party Claim (i) seeks injunctive or other equitable relief, or (ii) involves criminal allegations against the Indemnified Person Party. (a “Third-Party Claim”), such Indemnified Person must notify b) In the event that the Indemnifying Person in writingParty shall fail to give the Defense Notice within the time period described above, it shall be deemed to have elected not to conduct the defense of the Third-subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim without prior consent of the Indemnifying Party and such Indemnifying Party will be liable for all reasonable costs and expenses paid or incurred in connection therewith. The Indemnified Party may not settle the Third Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice without the written consent of the Third-Indemnifying Party, which consent shall not be unreasonably withheld, if such settlement would lead to any liability or create any other obligation of the Indemnifying Party. (c) In the event that the Indemnifying Party does deliver a Defense Notice within the time period described above and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall diligently conduct such defense and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (d) The Indemnifying Party may enter into any settlement of any Third Party Claim; provided, that failure to give a Third-however, the Indemnifying Party may not enter into any settlement of any Third Party Claim Notice on a timely basis shall not affect without the indemnification provided hereunder except prior written consent of the Indemnified Party if pursuant to the extent the Indemnifying Person shall have been actually and materially prejudiced or as a result of such failure. Upon receipt of the Third-Party Claim Notice from settlement injunctive or other equitable relief would be imposed against the Indemnified Person, Party. (e) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Person Party, and shall conclusively be entitleddeemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder. (f) Each party shall cooperate, at the Indemnifying Person’s electionand cause their respective Affiliates to cooperate, to assume or participate in the defense or prosecution of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Third Party Claim and shall provide reasonable access upon reasonable notice at reasonable times to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, all at the liability expense of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesParty. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (ai) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or Proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice of such Indemnified Person must notify claim to the Indemnifying Person in writing, Party within thirty (30) days after learning of such claim (the Third-Party Claim (a “Third-Party Claim Notice”). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen within thirty (1530) calendar days after receipt, by such receipt from the Indemnified Person of notice Party of the Third-Claim Notice, which Defense Notice shall specify the counsel the Indemnifying Party Claimwill appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval (and such process shall be repeated until the Indemnified Party shall have approve the Defense Counsel specified by the Indemnifying Party.) If the Indemnifying Party delivers a Defense Notice, the delivery of such Defense Notice shall constitute acceptance of responsibility for such claim or reject action and the Indemnifying Party shall be fully responsible for all liabilities arising out of or relating to such claim or action including the costs of the defense thereof. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (x) the Third Party Claim solely seeks injunctive or other equitable relief, (y) the Indemnified Party has been advised by counsel that the Indemnified Party’s interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Party and provides written notice of such determination to the Indemnifying Party, or (z) such Indemnifying Party is unable to or does not provide the Indemnified Party with reasonable assurance of its ability to pay the expenses of the defense against such Third Party Claim. Notwithstanding anything to the contrary in this Section 9.2(d), in the event that any Third Party Claim relates to Taxes, Section 9.4(g) (and not this Section 9.2(d)) shall apply. (ii) In the event that the Indemnifying Party shall fail to give the Defense Notice within the time period described above, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim in good faith subject to the consent of the Indemnifying Party (which consent will not be unreasonably withheld) and such Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses actually paid or incurred in connection therewith. If the Indemnifying Party is not entitled to assume the defense of a Third Party Claim because of reasons set forth in the last sentence of the preceding paragraph, the Indemnified Party may not settle the Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, if such settlement would lead to any liability or create any other obligation of the Indemnifying Party. (iii) In the event that the Indemnifying Party does deliver a Defense Notice within the time period described above and related expensesthereby elects to conduct the defense of the subject claim, the Indemnifying Party shall diligently conduct such defense and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (iv) The Indemnifying Party may enter into any settlement of any Third Party Claim; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period may not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating enter into any settlement of such Third-any Third Party Claim, Claim without the prior written consent of the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time Party if pursuant to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving or as a result of such noticesettlement, (A) injunctive or other equitable relief would be imposed against the Indemnified Person shall be permitted to effect Party, or (B) such settlement unless would or could reasonably be expected to lead to any liability or create any financial or other obligation on the Indemnifying Person (a) reimburses part of the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimParty.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party person or entity entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or proceeding by any Person entity that is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or governmental authority, federal, state or local) (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice together with a statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writingParty within 60 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, of upon written notice to the Third-Indemnified Party Claim (a the “Third-Party Claim Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar within 30 days after receipt, by such receipt from the Indemnified Person Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement Defense Counsel, which approval shall not be unreasonably withheld, and related expenses; in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, howeverthen the Indemnifying Party shall propose an alternate Defense Counsel, that upon rejection of any settlement and related expenses, which shall be subject again to the Indemnified Person Party’s approval. If the parties still fail to agree on Defense Counsel, then, at such time, they shall assume control of mutually agree in good faith on a procedure to determine the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesDefense Counsel. (bi) The Indemnified Person shall retain In the right to employ its own counsel and to discuss matters with event that the Indemnifying Person related Party shall fail to give the defense of any Third-Party ClaimDefense Notice, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and it shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject deemed to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in have elected not to conduct the defense of the Third-subject claim, and in such event the Indemnified Party Claimshall have the right to conduct such defense in good faith and to compromise and settle the claim without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all costs, including refraining from taking any position adverse expenses, settlement amounts or other Losses paid or incurred in connection therewith. (ii) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnified Party will cooperate with and make available to the Indemnifying PersonParty such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (ciii) If Without the Indemnifying Person fails to give notice prior written consent of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified PersonParty, the Indemnifying Person Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. (iv) The Indemnifying Party shall no longer not be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person maycontrol, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify and the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense have sole control over, the defense or settlement of any claim to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party (and with its own counsel the cost of such defense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). (v) Any judgment entered or settlement agreed upon in the defense of any Third-Party Claim manner provided herein shall be binding upon the defense of Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time Party is entitled to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) In the event that case of any claim asserted by a third party (the “Indemnified Person”) desires which claim is subject to make a claim against any other indemnification by either party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (hereunder, ( a “Third-Party Claim”), such Indemnified Person must the party seeking indemnification (the “Indemnitee”) shall notify the Indemnifying Person other party (the “Indemnitor”) promptly after has actual knowledge of any such Third-Party Claim as to which indemnity may be sought (provided that failure to so notify shall not affect the Indemnitor’s obligations hereunder except to the extent materially prejudiced by such failure), and Indemnitee shall permit the Indemnitor, at its sole expense, to assume the defense of any such Third-Party Claim, provided that Indemnitee may participate in writingsuch defense or administration at Indemnitee’s sole expense (provided, however, that if a conflict of interest exists such that separate counsel must be engaged by Indemnitee and the Indemnitor, the Indemnitor shall be responsible for the reasonable fees and costs for such counsel for Indemnitee bug only for one separate counsel for all Indemnitees). The Indemnitor, in the defense of any such Third-Party Claim, shall not, except with the consent of Indemnitee, which Indemnitee agrees will not be unreasonably withheld, conditioned or delayed with respect to a monetary settlement, judgment or relief, (a) consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief against Indemnitee or (b) pursue any course of defense of any such Third-Party Claim subject to indemnification hereunder if Indemnitee shall reasonably and in good faith determine that the conduct of such defense could be expected to adversely affect in any material respect Indemnitee, its direct or indirect owners, the use of the Property to which the Third-Party Claim (relates. In addition, if the Indemnitor obtains and desires to accept from a “party to any such Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure an offer to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of settle the Third-Party Claim Notice from solely for an amount certain, then Indemnitee agrees that if requested by the Indemnified PersonIndemnitor, the Indemnifying Person shall be entitledIndemnitee will, at the Indemnifying Person’s electionits sole expense, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and thereafter the liability of the Indemnifying Person Indemnitor’s obligation with respect to such Third-Party Claim shall be limited to not exceed the costs of defense then incurred and the dollar amount or the monetary equivalent of the rejected settlement the Indemnitor proposed to accept immediately prior to such assumption by Indemnitee, it being agreed between Indemnitee and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel Indemnitor that Indemnitee will pay any greater amounts owing and to discuss matters with bear any other impositions in excess of those contemplated in the Indemnifying Person related to proposed settlement arrangement. In the event that the Indemnitor does not accept the defense of any matter as above provided, Indemnitee shall have the full right to defend against any such Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear Claim or demand and shall be solely responsible for entitled to settle or agree to pay in full such Third-Party Claim or demand, in its own costs sole discretion. In any event, the Indemnitor and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person Indemnitee shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse action or claim subject to this Agreement and each agrees to make its records available to the Indemnifying Person. (c) If other with respect to such defense as reasonably requested and to the Indemnifying Person fails extent doing so does not compromise any claim of privilege or any other defense available to give notice of the assumption it. Acceptance of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt or of the administration of any Third-Party Claim Notice from by the Indemnified PersonIndemnitor shall be without prejudice to the Indemnitor’s right to assert at any time before or after accepting such defense or administration that it is not obligated to provide an indemnity, either in whole or in part, with respect to such Third-Party Claim. In the Indemnifying Person event that the Indemnitor asserts that it is not obligated to provide an indemnity to Indemnitee with respect to a Third-Party Claim, Indemnitee shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue have the right to defend such Third-Party Claim andClaim, in such eventand if the Indemnitor is adjudicated liable for indemnifying Indemnitee, the Indemnifying Person Indemnitor shall indemnify the Indemnified Person reimburse Indemnitee for all reasonable fees and its out-of-pocket expenses in connection therewith (provided it is a defending such Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement all settlements and judgments reasonably incurred as a result of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that that, subsequent to the Closing, any party Person entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a Party or an Affiliate of a Party (including, but not limited to any Governmental Authority) (a “Third Party Claim”) against such Indemnified Party, against which a Party is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice regarding such claim to the Indemnifying Party within thirty (30) Business Days after learning of such claim. Subject to Section 10.3(d) below, the Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen within thirty (1530) calendar days after receipt, by such receipt from the Indemnified Person Party of notice of such claim, which notice by the Third-Indemnifying Party Claimshall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct, at its expense, the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesdelayed. (b) The Indemnified Person shall retain In the right to employ its own counsel and to discuss matters with event that the Indemnifying Person related Parties shall fail to give the defense of any Third-Party ClaimDefense Notice within said thirty (30)-calendar day period, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and it shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject deemed to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in have elected not to conduct the defense of the Third-subject claim, and in such event the Indemnified Party Claim, including refraining from taking any position adverse shall have the right to conduct the defense in good faith and to compromise and settle the claim in good faith without prior consent of the Indemnifying PersonParties and the Indemnifying Parties will be liable for all reasonable costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith. (c) If Notwithstanding anything to the contrary herein, this Section 10.3 shall not apply to Dissenters Rights Claims, which claims shall be exclusively governed by Section 3.5 herein. (d) Subject to Section 10.3(f) below, in the event that the Indemnifying Person fails Parties deliver a Defense Notice and thereby elects to give notice of the assumption of conduct the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Personsubject claim, the Indemnifying Person Parties shall no longer be entitled to assume have the exclusive control over said defense settlement of the subject claim and the Indemnified Parties will cooperate with and make available to the Indemnifying Parties such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Parties, and the Indemnified Parties shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. Notwithstanding the generality of the foregoing, the Indemnifying Parties delivery of a Defense Notice shall constitute an acceptance of its obligation to indemnify the Indemnified Party with respect to all Losses, if any, resulting from the subject claim. (but e) Without the prior written consent of the Indemnified Party which may be withheld for any reason or no reason, the Indemnifying Parties will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party are not entitled to full indemnification hereunder. (f) Notwithstanding Section 10.3(d), the Indemnifying Parties shall continue to not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over (and the right to select counsel to defend), the defense or settlement of any claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, (ii) that involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business, assets, condition (financial or otherwise), operations, operating results, or prospects of the Indemnified Party, (iv) that imposes liability on the part of the Indemnified Party for which the Indemnified Party are not entitled to full indemnification hereunder or (v) involves Taxes, which shall be exclusively governed by Section 4.2(e). In such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such an event, the Indemnifying Person shall indemnify Parties will still have all of its obligations hereunder provided that the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which will not settle the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in subject claim without the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with prior written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance consent of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimParties, which consent will not be unreasonably withheld.

Indemnification Procedure for Third Party Claims. (a) In If a Third Party initiates a Claim against a Party that is the event that any party beneficiary of an indemnity under this Agreement (the “Indemnified Person”) desires "Indemnitee"), the Indemnitee shall promptly provide notice to make a claim against any the other party Party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”"Indemnitor"), such Indemnified Person must notify which notice shall describe the Indemnifying Person in writing, nature of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice reasonable detail and indicate the estimated amount of the Third-Party Claim; provided, Losses and Liabilities that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except are subject to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesindemnity. (b) The Indemnified Person shall retain If the right to employ its own counsel and to discuss matters with the Indemnifying Person related Indemnitor acknowledges to the defense Indemnitee in writing that the Indemnitor is responsible to indemnify the Indemnitee in respect of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person Claim pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, Indemnitor may do any or all decisions of the Indemnifying Person shall be final following: (i) assume carriage of the defence of the Claim using legal counsel of its choice and at its sole cost; and (ii) settle the Claim provided the Indemnitor pays the full monetary amount of the settlement and the Indemnified Person shall cooperate with settlement does not impose any restrictions or obligations on the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying PersonIndemnitee. (c) If the Indemnifying Person fails Indemnitee does not give timely notice to give notice the Indemnitor in accordance with Section 6.7(a), then such failure shall lessen or limit the Indemnitee's rights to indemnity hereunder to the extent that the defence to the Claim was prejudiced by such lack of proper notice. (d) Upon payment of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person Indemnitor shall furnish be subrogated to all rights the Indemnifying Person Indemnitee may have relating thereto. The Indemnitee shall give such further assurances and cooperate with written notice the Indemnitor to permit the Indemnitor to pursue such subrogated claims as reasonably requested by it. (e) If the Indemnitor has paid an amount to the Indemnitee pursuant to a Claim and the Indemnitee is subsequently paid by a Third Party in respect of the Claim, such that the Indemnitee has been over-compensated for the Claim, the Indemnitee shall promptly pay the amount of any proposed settlement in sufficient time over-compensation to allow the Indemnifying Person to act thereon. Within fifteen Indemnitor. (15f) days after the giving of such notice, the Indemnified Person Each Party shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance cooperate with the terms of this Article 10 for all reasonable fees and expenses incurred by other Party in the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance defence of the Indemnifying Person’s ability Claim, including making available to fulfill the other Party, such of its obligations under this Article 10 Related Parties whose assistance, testimony or presence is of material assistance in connection with such Third-Party evaluating and defending the Claim.

Indemnification Procedure for Third Party Claims. (ai) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or Proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party to this Agreement (including any Governmental Body) (a “Third-Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice of such Indemnified Person must notify claim to the Indemnifying Person in writing, Party within thirty (30) days after learning of such claim (the Third-Party Claim (a “Third-Party Claim Notice”). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen within thirty (1530) calendar days after receipt, by such receipt from the Indemnified Person of notice Party of the Third-Claim Notice, which Defense Notice shall specify the counsel the Indemnifying Party Claimwill appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party; provided, however, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve the Defense Counsel, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval and provided, further, that if such claim is covered by insurance and the insurance policy governs the selection of counsel, the terms of the insurance policy shall govern. If the Indemnifying Party delivers a Defense Notice, the delivery of such Defense Notice shall constitute acceptance of responsibility for such claim or reject action and the Indemnifying Party shall be fully responsible for all liabilities arising out of or relating to such claim or action including the costs of the defense thereof. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if the Third Party Claim solely seeks injunctive or other equitable relief or if the Indemnified Party determines that the Indemnified Party’s interests in the Third Party Claim is or can reasonably be expected to be adverse to the interests of the Indemnifying Party and provides written notice of such determination to the Indemnifying Party. (ii) In the event that the Indemnifying Party shall fail to give the Defense Notice within the time period described above, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim in good faith subject to the consent of the Indemnifying Party (which consent will not be unreasonably withheld) and such Indemnifying Party will be liable for all costs, expenses, settlement amounts or other Losses actually paid or incurred in connection therewith. If the Indemnifying Party is not entitled to assume the defense of a Third Party Claim because of reasons set forth in the last sentence of the preceding paragraph, the Indemnified Party may not settle the Third Party Claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, if such settlement would lead to any liability or create any other obligation of the Indemnifying Party. (iii) In the event that the Indemnifying Party does deliver a Defense Notice within the time period described above and related expensesthereby elects to conduct the defense of the subject claim, the Indemnifying Party shall diligently conduct such defense and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (iv) The Indemnifying Party may enter into any settlement of any Third Party Claim; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period may not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating enter into any settlement of such Third-any Third Party Claim, Claim without the prior written consent of the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time Party if pursuant to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving or as a result of such noticesettlement, (A) injunctive or other equitable relief would be imposed against the Indemnified Person shall be permitted to effect Party, or (B) such settlement unless would or could reasonably be expected to lead to any liability or create any financial or other obligation on the Indemnifying Person (a) reimburses part of the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party ClaimParty.

Indemnification Procedure for Third Party Claims. In the event that, subsequent to the Closing, any person or entity entitled to indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any Governmental Authority) (a “Third Party Claim”) against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give written notice together with a statement of any available information (other than privileged information) regarding such claim to the Indemnifying Party within thirty (30) Business Days after learning of such claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within fifteen days (15) after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim (“Defense Counsel”), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed. (a) In the event that any party (the “Indemnifying Party shall fail to give the Defense Notice within said 15-day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Person”) desires Party shall have the right to make a conduct the defense in good faith and to compromise and settle the claim against any in good faith without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall be entitled to have the control over said defense settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld. Notwithstanding the generality of the foregoing, the Indemnifying Party’s delivery of a Defense Notice shall constitute an acceptance of the obligation to indemnify the Indemnified Party with respect to all Losses, if any, resulting from the subject claim. (c) Without the prior written consent of the Indemnified Party which may be withheld for any Losses reason or no reason, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Person Party is not entitled to indemnification hereunder. (d) Notwithstanding Section 9.3(b), the Indemnifying Party shall not be entitled to control, but may seek indemnification hereunder in respect participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a claim temporary restraining order, a preliminary or demand made by any Person not a party to this Agreement permanent injunction or specific performance against the Indemnified Person Party, (ii) that involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful, would set a “Third-precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) that imposes liability on the part of the Indemnified Party Claim”)for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, such Indemnified Person must notify the Indemnifying Person in writing, Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Third-Indemnifying Party, which consent will not be unreasonably withheld. (e) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party Claim is entitled to prompt indemnification hereunder. (a “Third-f) A failure by an Indemnified Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete or accurate notice as provided in this Section 9.3 will not affect the indemnification provided rights or obligations of any party hereunder except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt , any party entitled to receive such notice was deprived of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails failure to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such timely notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. If any DaVita Indemnitee or any Rockwell Indemnitee entitled to indemnification under this Article XII (the "Indemnified Party") receives notice of the assertion of any Third Party Claim against such Indemnified Party, the Indemnified Party shall give written notice regarding such Third Party Claim to the party hereto that is required to provide indemnification under this Article XII (the "Indemnifying Party") within thirty (30) days after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "Defense Notice") within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, which Defense Notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Third Party Claim (the "Defense Counsel"), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that: (a) the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned, or delayed by the Indemnified Party and (b) as a condition precedent to the Indemnifying Party's right to assume control of such defense, the Indemnifying Party must first enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible for any and all Losses relating to such Third Party Claim and unconditionally guarantees the payment and performance of any and all Losses which may arise with respect to such Third Party Claim, subject to the terms and conditions set forth in this Section 12. The Indemnifying Party shall not have the right to assume control of, but may participate in, and the Indemnified Party shall have the sole right to assume control of any Third Party Claim, at its own expense which: (i) seeks a temporary restraining order, a preliminary or permanent injunction, or specific performance against the Indemnified Party, (ii) involves criminal or quasi-criminal allegations against the Indemnified Party, (iii) if unsuccessful would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) imposes liability in the part of the Indemnified Party for substantially all of which the Indemnified Party is not entitled to indemnification under this Article XII. If the Indemnifying Party is permitted to assume and control the defense of any Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (B) the Indemnified Party has been advised by counsel that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, or the Indemnifying Party has failed to assume the defense and employ counsel, in which case the fees and expenses of the Indemnified Party's counsel shall be paid by the Indemnifying Party. No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any Third Party Claim without the prior written consent of the Indemnified Party if (w) such judgment or settlement would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (x) such judgment or settlement would result in the finding or admission of any violation of any federal, state, or local law, statute, ordinance, or regulation, (y) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such Third Party Claim, or (z) as a result of such judgment or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party. In the event that any party the Indemnifying Party fails to give the Defense Notice within thirty (the “Indemnified Person”30) desires to make days of receiving notice of a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which Third Party Claim from the Indemnified Person may seek indemnification hereunder Party, it shall be deemed to have elected not to conduct the defense of such Third Party Claim, or in respect the event the Indemnifying Party does deliver a Defense Notice within thirty (30) days of receiving notice of such Third Party Claim from the Indemnified Party and thereby elects to not conduct the defense of such Third Party Claim, then in either such event the Indemnified Party shall have the right to conduct and control the defense of such Third Party Claim in good faith and to compromise and settle such Third Party Claim or consent to the entry of a claim or demand made judgment of such Third Party Claim in good faith without the prior consent of the Indemnifying Party. A failure by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete, or accurate notice as provided in this Section 12.3 will not affect the indemnification provided hereunder rights or obligations of the Indemnifying Party except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, Party entitled to assume or participate in the defense receive such notice was deprived of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails failure to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such timely notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify Party, against which a party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall give prompt written notice thereof together with a statement of any reasonably available information regarding such claim to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesParty; provided, however, that no delay on the part of the Indemnified Party in so notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced thereby. Subject to the limitations set forth herein, the Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party. Without limiting the foregoing and notwithstanding any provision herein to the contrary, the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any settlement Third Party Claim (x) to which the Indemnifying Party is also a party and related expensesthe Indemnified Party reasonably believes (based upon the advice of outside legal counsel) that a material conflict exists as a result of the Indemnifying Party’s control over such proceedings, or (y) if the Indemnified Party reasonably determines that the Indemnifying Party has failed to defend the Third Party Claim actively and in good faith. In the event that the Indemnifying Party is permitted to conduct the defense of a Third Party Claim hereunder and does elect to conduct the defense of the subject claim (subject to the conditions set forth herein), the Indemnified Person Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it (at the Indemnifying Party’s cost), and the Indemnified Party shall assume have the right at its expense to participate in the defense assisted by counsel of its own choosing. If the Indemnifying Party shall control of the defense of any such Third-Third Party Claim and Claim, the liability Indemnifying Party may enter into any settlement of a claim without the consent of the Indemnifying Person Indemnified Party, unless, as a result of such settlement, injunctive, equitable or other non-monetary relief will be imposed against the Indemnified Party, or if such settlement does not expressly unconditionally release the Indemnified Party from all liabilities with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent claim and all other claims arising out of the rejected settlement same or similar facts and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters circumstances, with prejudice, in which event the Indemnifying Person related Party shall obtain the Indemnified Party’s prior written consent to such settlement. If the Indemnified Party shall control the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Third Party Claim, the Indemnified Person shall furnish Party may enter into any settlement of a claim without the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance consent of the Indemnifying PersonParty unless, as a result of such settlement, injunctive, equitable or other non-monetary relief will be imposed against the Indemnifying Party, or if such settlement does not expressly unconditionally release the Indemnifying Party from all liabilities with respect to such claim and all other claims arising out of the same or similar facts and circumstances, with prejudice, in which event the Indemnified Party shall obtain the Indemnifying Party’s ability prior written consent to fulfill its obligations under this Article 10 in connection with such Third-Party Claimsettlement.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Closing any person or entity entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or governmental authority, federal, state or local) (a "THIRD PARTY CLAIM") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within sixty (60) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "DEFENSE NOTICE") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("DEFENSE COUNSEL"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval. If the parties still fail to agree on Defense Counsel, then, at such time, each of the Indemnifying and Indemnified Parties shall choose an arbitrator who, in turn shall select a third arbitrator, and the three arbitrators shall select Defense Counsel. (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure shall fail to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified PersonDefense Notice, the Indemnifying Person it shall be entitled, at the Indemnifying Person’s election, deemed to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes have elected not to conduct the defense of the Third-Party Claimsubject claim, the Indemnifying Person shall give and in such event the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party shall have the right to approve or reject conduct such defense in good faith and to compromise and settle the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability claim without prior consent of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.the

Indemnification Procedure for Third Party Claims. (a) In the event that an Indemnitee becomes aware of the possibility of any claim or the commencement of any Action by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim which indemnity may be sought under the provisions of Section 6.3(a), Section 6.16(c), Section 6.20 or demand made by any Person not a party to this Agreement against the Indemnified Person Article IX (a “Third-Third Party Claim”), such Indemnified Person must the Indemnitee shall notify the Indemnifying Person Indemnitor in writing, writing of the Third-such Third Party Claim (such notice, a “Third-Notice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person will not relieve the Indemnitor of notice of any Liability it may have to the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder Indemnitee except to the extent that such failure or delay causes actual harm to the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person Indemnitor with respect to such Third-Third Party Claim. Any Notice of Claim shall describe the Third Party Claim in reasonable detail, shall be limited to include copies of all written material written evidence thereof and shall indicate the amount or the monetary equivalent estimated amount, if reasonably practicable, of the rejected settlement and related expensesLoss that has been or may be sustained by the Indemnified Party. (b) The Indemnified Person shall retain Indemnitor will have 30 days from the right date on which the Indemnitor received the Notice of Claim (the “Indemnitor Defense Review Period”) to employ notify the Indemnitee that the Indemnitor desires to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom with counsel reasonably acceptable to the Indemnitee and at the sole cost and expense of the Indemnitor (a “Third Party Defense”). At any time prior to the Indemnitor’s assumption of the Third Party Defense in accordance herewith, the Indemnitee may file any motion, answer or other pleading or take any other action that the Indemnitee in good faith believes to be necessary to protect its interests. If the Indemnitor assumes the Third Party Defense in accordance herewith: (i) the Indemnitee may, at its own expense, retain separate co-counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects participate in the defense of the Third-Third Party Claim, including refraining from taking any position adverse but the Indemnitor shall control the investigation, defense and settlement thereof; (ii) the Indemnitor will not consent to the Indemnifying Personentry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee which consent shall not be unreasonably delayed, conditioned or withheld; (iii) the Indemnitor shall conduct the Third Party Defense actively and diligently and keep the Indemnitee reasonably informed about developments in connection with the Third Party Defense; (iv) the Indemnitor will not take any action, or omit to take any action, without the consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), that would cause any Contracts, correspondence or other documents of the Indemnitee or its Affiliates to be disclosed to a third party; and (v) the Indemnitee will provide reasonable cooperation in the Third Party Defense. Notwithstanding the foregoing, if counsel for the Indemnitee reasonably determines that there is a conflict between the positions of the Indemnitor and the Indemnitee in conducting the defense of such Action or that there are legal defenses available to such Indemnitee different from or in addition to those available to the Indemnitor, then counsel for the Indemnitee shall be entitled, if the Indemnitee so elects, to conduct the defense to the extent reasonably determined by such counsel to protect the interests of the Indemnitee, at the expense of the Indemnitor but only with respect to issues with respect to which such conflict exists. (c) If the Indemnifying Person fails Indemnitor does not assume the Third Party Defense prior to give notice the end of the assumption Indemnitor Defense Review Period, the Indemnitee shall have the right to assume the Third Party Defense with counsel reasonably acceptable to the Indemnitor, at the expense of the Indemnitor; provided, however, that the Indemnitor shall have the right, at its expense, to participate in such Third Party Defense but the Indemnitee shall control the investigation, defense and settlement thereof. The Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will provide reasonable cooperation in the Third Party Defense. The Indemnitee shall have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner and on such terms as it may deem appropriate without the consent of the Indemnitor; provided, however, that the amount of any settlement made or entry of any judgment consented to by the Indemnitee without the consent of the Indemnitor (not to be unreasonably withheld or delayed) shall not be determinative of the validity of the claim. (d) Notwithstanding anything herein to the contrary, without the written consent of the Purchaser, which will not be unreasonably withheld, conditioned or delayed, the Seller shall not be entitled to assume any Third Party Defense: (i) to the extent that any such Third Party Claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief against the Purchaser, the Company, any of its Subsidiaries or any of their respective Affiliates; (ii) if such Third Party Claim relates to or arises in connection with any criminal proceeding, Action, indictment, allegation or investigation against the Purchaser, the Company, any of its Subsidiaries or any of their respective Affiliates; or (iii) if the Seller has failed or is failing to vigorously prosecute or defend such Third Party Claim. (e) The Seller and the Purchaser shall cooperate with the each other in all reasonable aspects in connection with the defense of any Third Party Claim, including (i) making available (subject to the provisions of Section 6.11) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses), to the defending party, management employees of the non-defending party as may reasonably be necessary for the preparation of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Third Party Claim, and (ii) making available the Indemnified Person shall furnish benefits of the Indemnifying Person with written notice of any proposed settlement Policies in sufficient time effect prior to allow the Indemnifying Person to act thereon. Within fifteen (15) days or after the giving of Closing to the extent available to satisfy any such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Third Party Claim.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving the Tax Representations and Covenants, which procedure is set forth in and which shall be governed exclusively by Section 10.1, in the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person or an Affiliate of a party, including, without limitation, any Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify Party, against which a party to this Agreement is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party shall promptly give written notice thereof together with a statement of any available information regarding such claim to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receiptParty, but in no any event later than within fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim), provided, however, the failure to give such notice shall relieve the Indemnifying Party of its obligation to indemnify with respect to a Third Party Claim only to the extent that the Indemnifying Party actually has been prejudiced by such the Indemnified Person Party’s failure to give notice as required. The Indemnifying Party shall have the right upon written notice to the Indemnified Party (the “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the Third-Party Claim; provided, defense against such claim. In the event that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, does elect to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes conduct the defense of the Third-Party Claimsubject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Person shall give Party such assistance and materials as may be reasonably requested by it, with any reasonable third party costs incurred in connection with such Indemnified Party’s cooperation being at the Indemnifying Party’s expense. The Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person Party shall have the right to approve or reject participate in the settlement and related expenses; provideddefense assisted by counsel of its own choosing, however, provided that upon rejection of any settlement and related expenses, the Indemnifying Party will not be liable to the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount for any legal or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed other expenses subsequently incurred by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses Party in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions participation in the defense thereof. Without the prior written consent of the Indemnified Party, the Indemnifying Person Party will not enter into any settlement of any Third Party Claim. The Indemnifying Party shall not be final entitled to control, and the Indemnified Person Party shall cooperate with be entitled to have sole control over, the defense or settlement of any claim to the extent that (i) claim seeks an order, injunction or other equitable relief against the Indemnified Party, (ii) the Indemnified Party determines in good faith that joint representation would be inappropriate, (iii) a court of competent jurisdiction rules that the Indemnifying Person Party has failed or is failing to prosecute or defend such matter diligently and in all respects in good faith, or (iv) the defense amount of the Third-Losses arising out of such Third Party Claim, including refraining from taking as determined by the Indemnifying Party in good faith, exceeds the total Escrow Funds in the Escrow account at any position adverse time. If an offer is made to finally settle a Third Party Claim, which offer the Indemnifying Party is permitted to settle under this Section 11.5 only upon the prior written consent of the Indemnified Party, and the sole relief provided to the Indemnifying Person. (c) If third party pursuant to such offer is monetary damages that do not exceed the total Escrow Funds in the Escrow account at the time, and the Indemnifying Person fails Party desires to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not accept and agree to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Personsuch offer, the Indemnifying Person shall no longer be entitled Party will give prompt written notice to assume the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within twenty (but shall 20) calendar days after its receipt of such notice, the Indemnified Party may continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party as to such Third Party Claim for which will not exceed the amount of the total Escrow Funds in the Escrow account at the time. Notwithstanding anything contained herein to the contrary, no Indemnified Party shall settle any Third Party Claim without the prior written consent of the Indemnifying Person is otherwise obligated Party (such consent not to provide indemnification hereunderbe unreasonably withheld or delayed). The Indemnifying Person shall be entitled With respect to participate at any Third Party Claim subject to indemnification under this Section 11.5, the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information of the Acquired Companies and Parent and all attorney-client and work-product privileges with respect to all information generated, produced or disclosed. In connection therewith, each party agrees that: (i) it will use its own expense commercially reasonable efforts, in respect of any Third Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information of the Acquired Companies and Parent (consistent with its own applicable law and rules of procedure), and (ii) all communications between any Party hereto and their respective counsel responsible for or participating in the defense of any Third-Third Party Claim shall, to the defense of which it does not assume. Prior extent possible, be made so as to effectuating preserve any settlement of such Thirdapplicable attorney-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Thirdclient or work-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claimproduct privilege.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires claim or demand, or other circumstance or state of facts which could give rise to make a any claim against any other party (the “Indemnifying Person”) in connection with any Losses or demand, for which the Indemnified Person an Indemnitor may seek indemnification be liable to an Indemnitee hereunder in respect of is asserted or sought to be collected by a claim or demand made by any Person not a third party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), such Indemnified Person must the Indemnitee shall as soon as practicable notify the Indemnifying Person Indemnitor in writing, writing of the Third-such Third Party Claim (a “Third-Party Claim NoticeNotice of Claim”) as promptly as reasonably possible after receipt). Failure or delay in notifying the Indemnitor will not relieve the Indemnitor of any Liability it may have to the Indemnitee, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except and only to the extent that such failure or delay causes actual harm to the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person Indemnitor with respect to such Third-Third Party Claim. The Notice of Claim shall be limited to specify in reasonable detail the amount or the monetary equivalent estimated amount of such Losses to the extent then ascertainable (which estimate shall not be conclusive of the rejected settlement final amount of such Third Party Claim), the basis for any anticipated liability and related expensesthe nature of the misrepresentation, breach of warranty, breach of covenant or agreement set forth herein (including the applicable Sections of this Agreement with respect thereto), or other claim to which such Losses are related. The Indemnitee shall enclose with the Notice of Claim a copy of all material papers served on the Indemnitee with respect to such Third Party Claim, if any. (b) The Indemnified Person Indemnitor will be entitled to, by written notice to the Indemnitee delivered within ten (10) Business Days of the receipt of a Notice of Claim, defend or prosecute such Third Party Claim and any Action resulting therefrom (a “Third Party Defense”) with counsel of its choice (subject to approval by the Indemnitee which approval will not be unreasonably withheld, delayed or conditioned), at the cost and expense of the Indemnitor (or, if it is finally determined that the Indemnitee incurred a Loss with respect to the matter in question for which the Indemnitee is not entitled to indemnification pursuant to Section 9.02 or 9.03, as applicable, at the expense of the Indemnitee) upon delivery of notice to such effect to the Indemnitor; provided that the Indemnitor shall retain keep the Indemnitee reasonably informed on a regular and current basis of the progress of such defense and prosecution and provide the Indemnitee with copies of all relevant documents and such other information as the Indemnitee may reasonably request in relation to such defense and prosecution; and provided, further, that the Indemnitee shall have the right to employ participate in the Third Party Defense at its own sole cost and expense, but the Indemnitor shall control the investigation, defense and settlement thereof (provided, that the counsel retained by the Indemnitee to participate in such defense shall not be the counsel of record and to discuss matters shall not communicate with the Indemnifying Person related to or Persons asserting the defense of any Third-Third Party Claim, or any Representatives thereof, without the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions prior written consent of the Indemnifying Person Indemnitor). The Indemnitor shall not be final entitled to assume the control of (and, if Seller Representative has assumed control, shall transfer to the Indemnitee the control of) a Third Party Defense if such Third Party Defense (i) relates to any criminal Action, (ii) seeks an injunction or equitable relief as a remedy against the Indemnitor, (iii) involves Losses reasonably estimated to exceed the maximum aggregate amount of Losses for which the Indemnitor could be responsible to indemnify Indemnitee with respect to such Third Party Claim after applying any limitations set forth in Article IX and the Indemnified Person shall cooperate with the Indemnifying Person in all respects accounting for any other claims that have been made or satisfied; (iv) involves a conflict of interest, which exists or would reasonably be expected to arise in the defense of event the Third-Indemnitor elects to control or defend any Third Party Claim, (v) involves a dispute with a material customer or vendor of any Group Company or its Affiliates, or (vi) at the time of assumption of such defense or prosecution or thereafter, the Indemnitor fails to conduct the investigation, defense or prosecution reasonably diligently. If the Indemnitor chooses to assume control of any Third Party Defense, the Indemnitee shall (at the Indemnitor’s cost) reasonably cooperate in the investigation, defense and settlement of such Third Party Defense, including refraining from taking any position adverse by using commercially reasonable efforts to (x) procure witnesses under the Indemnitee’s control and related witness statements, (y) promptly furnish documentary evidence to the Indemnifying Personextent in its or its Representatives’ possession, and (z) provide access to any other relevant documents or party, including any Representatives, in each case of clauses (x) to (z), (A) to the extent reasonably related to such Third Party Defense and (B) the Indemnitor and its Representatives (as applicable) shall agree to keep all such information confidential and to use it only for the purpose of defending or prosecuting the Third Party Claim. The Indemnitor shall not, without the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed), settle or compromise, or consent to the entry of judgment in respect of, any Third Party Defense that the Indemnitor has assumed the control of, in each case, unless such settlement, compromise or judgment does not involve any finding or admission of wrongdoing by the Indemnitee and the Indemnitor obtains, as a condition of any settlement or other resolution, a complete and unconditional release of the Indemnitee from any liability in respect of such Third Party Claim. (c) If the Indemnifying Person fails Indemnitor does not timely elect to give notice control a Third Party Defense or is not permitted to do so under Section 9.05(b), the Indemnitee shall control the defense or prosecution of such Third Party Defense and any Action resulting therefrom with counsel of its choice (subject to approval by the Indemnitor which approval will not be unreasonably withheld, delayed or conditioned, it being understood that Xxxxxxxx & Xxxxx LLP shall be deemed an approved counsel), at the cost and expense of the assumption of Indemnitor subject to the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five limitations set forth in Article IX (45) days after receipt of the Third-Party Claim Notice from the Indemnified Personor, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided if it is finally determined that the Indemnitee incurred a Third-Party Claim Loss with respect to the matter in question for which the Indemnifying Person Indemnitee is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be not entitled to indemnification pursuant to Section 9.02 or 9.03, as applicable, at the cost and expense of the Indemnitee for the portion of the costs and expenses equitably allocated to such matter) upon delivery of notice to such effect to the Indemnitor; provided, however, that (i) the Indemnitor shall have the right to participate in the Third Party Defense at its own expense sole cost and with its own counsel in expense, but the Indemnitee shall control the investigation, defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any and settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claimthereof; and (cii) takes such other actions as the Indemnified Person may reasonably request as assurance of Indemnitor will not be obligated to indemnify the Indemnifying PersonIndemnitee hereunder for any settlement entered into or any judgment that was consented to without the Indemnitor’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Indemnification Procedure for Third Party Claims. (a) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected by a third party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Third Party Claim”), such Indemnified Person must the Indemnitee shall as soon as practicable (and in any event prior to the expiration of the Applicable Survival Period in Section 12.1) notify the Indemnifying Person Indemnitor in writing, writing of the Third-such Third Party Claim (a “Third-Party Claim NoticeNotice of Claim”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim); provided, however, that failure to give a Third-Party Notice of Claim Notice on a timely basis shall not affect relieve the indemnification provided Indemnitor of its obligations hereunder except to the extent that the Indemnifying Person shall have Indemnitor has been actually and materially prejudiced as a result of by such failure. Upon receipt The Notice of Claim shall (i) state that the Indemnitee has paid or properly accrued Losses or anticipates that it will incur Liability for Losses for which such Indemnitee is entitled to indemnification pursuant to this Agreement, and (ii) specify in reasonable detail, to the extent then known, each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, if applicable, the basis for any anticipated Liability and the nature of the Third-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, to the extent known or reasonably estimable. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim Notice in the possession of Indemnitee. (b) The Indemnitor will have 60 days from the Indemnified Person, date on which the Indemnifying Person shall be entitled, at Indemnitor received the Indemnifying Person’s election, Notice of Claim to notify the Indemnitee that the Indemnitor desires to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a “Third Party Defense”). If the Indemnitor assumes the Third Party Defense in accordance herewith, (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of any Third-the Third Party Claim at but the cost Indemnitor shall control the investigation, defense and settlement thereof, (ii) the Indemnitee will not file any papers or consent to the entry of Indemnifying Person. In any case in which judgment or enter into any settlement with respect to the Indemnifying Person assumes Third Party Claim without the defense prior written consent of the Third-Party ClaimIndemnitor (not to be unreasonably withheld or delayed), and (iii) the Indemnifying Person shall give Indemnitor will not, without the Indemnified Person ten (10) calendar days’ notice prior written consent of the Indemnitee, consent to executing the entry of any judgment or enter into any settlement agreement with respect to the Third Party Claim to the extent such judgment or settlement (A) provides for equitable relief against any Indemnitee, (B) provides for monetary damages to be paid other than by the Indemnitor; (C) includes an admission of fault or liability by the Indemnitee; or (D) does not include a full release of liability of the Indemnitee. The Parties will also reasonably cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnified Person shall have Indemnitor has assumed the right Third Party Defense, such Indemnitor will not be obligated to approve indemnify the Indemnitee hereunder for any settlement entered into or reject any judgment that was consented to without the settlement and related expensesIndemnitor’s prior written consent (not to be unreasonably withheld or delayed); provided, however, that upon rejection of the Indemnitee will not be required to obtain any settlement and related expenses, the Indemnified Person shall assume control consent of the defense Indemnitor to the determination of such Third-Third Party Claim (and the liability of the Indemnifying Person will not prejudice its right to be indemnified with respect to such Third-Third Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-by settling such Third Party Claim) if the Indemnitor is disputing, in whole or in part, that it has an obligation to indemnify the Indemnitee in respect of such Claim. Notwithstanding the foregoing, the Indemnitor shall not be entitled to assume control of such defense of which has been assumed by if (x) the Indemnifying Person pursuant Third Party Claim relates to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses or arises in connection with any criminal Proceeding, (y) the Third Party Claim seeks an injunction or equitable relief against the Indemnitee, or (z) the Third Party Claim is brought against Buyer or the Company by a Governmental Entity and such participation; providedclaim seeks to, howeveror could have the effect of, that, subject to Section 10.3(a) above, all decisions limiting the scope of business or services offered by the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying PersonCompany. (c) If the Indemnifying Person fails to give notice Indemnitor does not assume the Third Party Defense within 60 days of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Personof Claim, the Indemnifying Person shall no longer Indemnitee will be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person maythe Third Party Defense, at its optionsole cost and expense upon delivery of notice to such effect to the Indemnitor; provided that the (i) Indemnitor shall have the right to participate in the Third Party Defense at its sole cost and expense, continue but the Indemnitee shall control the investigation, defense and settlement thereof; (ii) the Indemnitor may at any time thereafter assume the Third Party Defense, provided that the terms and conditions relating to defend such Third-Party Claim andassumption as set forth in Section 12.5(b) are satisfied, in such eventwhich event the Indemnitor shall bear the reasonable fees, costs and expenses of the Indemnifying Person shall Indemnitee’s counsel incurred prior to the assumption by the Indemnitor of the Third Party Defense, and (iii) the Indemnitor will not be obligated to indemnify the Indemnified Person Indemnitee hereunder for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, entered into or any judgment that was consented to without the Indemnified Person shall furnish the Indemnifying Person with Indemnitor’s prior written notice of any proposed settlement in sufficient time consent (not to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claimunreasonably withheld or delayed).

Indemnification Procedure for Third Party Claims. If any DaVita Indemnitee or any Rockwell Indemnitee entitled to indemnification under this Article XII (the “Indemnified Party”) receives notice of the assertion of any claim, or the commencement of any suit, action, or proceeding by any Person who is not a party hereto or an Affiliate of a party hereto (a “Third Party Claim”) against such Indemnified Party, the Indemnified Party shall give written notice regarding such Third Party Claim to the party hereto that is required to provide indemnification under this Article XII (the “Indemnifying Party”) within thirty (30) days after learning of such Third Party Claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, which Defense Notice by the Indemnifying Party shall specify the counsel it will appoint to defend such Third Party Claim (the “Defense Counsel”), to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that: (a) the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, conditioned, or delayed by the Indemnified Party and (b) as a condition precedent to the Indemnifying Party’s right to assume control of such defense, the Indemnifying Party must first enter into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible for any and all Losses relating to such suit Third Party Claim and unconditionally guarantees the payment and performance of any and all Losses which may arise with respect to such Third Party Claim, subject to the terms and conditions set forth in this Section 12. The Indemnifying Party shall not have the right to assume control of, but may participate in, and the Indemnified Party shall have the sole right to assume control of any Third Party Claim which: (i) seeks a temporary restraining order, a preliminary or permanent injunction, or specific performance against the Indemnified Party, (ii) involves criminal or quasi-criminal allegations against the Indemnified Party, (iii) if unsuccessful would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (iv) imposes liability in the part of the Indemnified Party for substantially all of which the Indemnified Party is not entitled to indemnification under this Article XII. If the Indemnifying Party is permitted to assume and control the defense of any Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such Third Party Claim and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (B) the Indemnified Party has been advised by counsel that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, or (C) the Indemnifying Party has failed to assume the defense and employ counsel, in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. No Indemnifying Party shall consent to the entry of any judgment or enter into any settlement of any Third Party Claim without the prior written consent of the Indemnified Party if (w) such judgment or settlement would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (x) such judgment or settlement would result in the finding or admission of any violation of any federal, state, or local law, statute, ordinance, or regulation, (y) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such Third Party Claim, or (z) as a result of such judgment or settlement, injunctive or other equitable relief would be imposed against the Indemnified Party. In the event that any party the Indemnifying Party fails to give the Defense Notice within thirty (the “Indemnified Person”30) desires to make days of receiving notice of a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which Third Party Claim from the Indemnified Person may seek indemnification hereunder Party, it shall be deemed to have elected not to conduct the defense of such Third Party Claim, or in respect the event the Indemnifying Party does deliver a Defense Notice within thirty (30) days of receiving notice of such Third Party Claim from the Indemnified Party and thereby elects to not conduct the defense of such Third Party Claim, then in either such event the Indemnified Party shall have the right to conduct and control the defense of such Third Party Claim in good faith and to compromise and settle such Third Party Claim or consent to the entry of a claim or demand made judgment of such Third Party Claim in good faith without the prior consent of the Indemnifying Party. A failure by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete, or accurate notice as provided in this Section 12.3 will not affect the indemnification provided hereunder rights or obligations of the Indemnifying Party except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, Party entitled to assume or participate in the defense receive such notice was deprived of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails failure to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such timely notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In Except as otherwise provided herein, in the event of the initiation of any legal proceeding against an Indemnitee by a Third Party, the Indemnitor shall have the right after the receipt of notice, at its option and at its own expense, to be represented by counsel (which counsel shall be reasonably satisfactory to the Indemnitee) and to defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any Damage Indemnified against hereunder, provided, however, (i) that the Indemnitor exercises such option in writing within 30 days of receipt of notice; and (ii) that the Indemnitee may participate in any party (the “Indemnified Person”) desires such proceeding with counsel of its choice and at its expense. The parties hereto agree to make a claim against any cooperate fully with each other party (the “Indemnifying Person”) in connection with the defense, negotiation or settlement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a such legal proceeding, claim or demand made by demand. To the extent the Indemnitor elects not to defend such proceeding, claim or demand, and the Indemnitee defends against or otherwise deals with any Person not a party such proceeding, claim or demand, the Indemnitee may retain counsel (reasonably satisfactory to this Agreement against Indemnitor) at the Indemnified Person (a “Third-Party Claim”), such Indemnified Person must notify the Indemnifying Person in writing, expense of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by Indemnitor and control the defense of and settlement of such Indemnified Person of notice of the Third-Party Claimproceeding; provided, that failure to give a Third-Party Claim Notice on a timely basis the Indemnitor shall not affect nevertheless indemnify the indemnification provided hereunder except to Indemnitee for the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt full amount of the Third-Party Claim Notice from Damages relating to such proceeding, claim or demand and provided, further, that the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person Indemnitee shall give the Indemnified Person ten Indemnitor twenty (1020) calendar days’ days written notice prior to executing entering into any settlement agreement and the Indemnified Person shall have the right to approve or reject the such settlement and related expenses; providedshall not settle any such claim without the consent of the Indemnitor, however, that upon rejection which consent shall not be unreasonably withheld and which consent shall be deemed to have been granted if the Indemnitor fails to respond to the Indemnitee's properly noticed request for such consent. If the Indemnitee shall settle any such proceeding without the consent of any settlement and related expensesthe Indemnitor, the Indemnified Person Indemnitee shall assume control of thereafter have no claim against the defense of such Third-Party Claim and the liability of the Indemnifying Person Indemnitor under this Article IX with respect to any Damages occasioned by such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensessettlement. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving Taxes which procedure is set forth in, and which shall be governed exclusively by, Article XIV, in the event that subsequent to any party Closing, any Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Government Entity (a “Third-Third Party Claim”), against such Indemnified Person must notify Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), such Indemnified Party shall deliver notice of such claim (the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Defense Notice”) as promptly as reasonably possible to the Indemnifying Party with reasonable promptness after receipt, but in no event later than fifteen (15) calendar days after receipt, by such the Indemnified Person of Party receives notice of the Third-such Third Party Claim; provided, that failure to give a Third-. The Indemnifying Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right upon written notice to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after receipt from the giving Indemnified Party of the Defense Notice to conduct, at its sole expense, the defense against such noticeclaim in its own name, or if necessary in the name of the Indemnified Party, and with counsel reasonably satisfactory to the Indemnified Party. In the event that the Indemnifying Party does elect to conduct the defense of the subject claim, the Indemnified Person shall be permitted Party will cooperate with and make available to effect such settlement unless the Indemnifying Person (a) reimburses Party such assistance and materials as may be reasonably requested by it, and the Indemnified Person Party shall have the right, at its sole expense, to participate in accordance the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance prior written consent of the Indemnifying PersonParty, which consent shall not be unreasonably withheld, conditioned or delayed. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, (ii) each claimant or plaintiff in such Third Party Claim has not given to the Indemnified Party an unconditional release from all liability with respect to such Third Party Claim or (iii) there will be a settlement that provides for any other relief other than the payment by the Indemnifying Party of monetary damages. The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim solely in the event of a proceeding to which the Indemnifying Party is also a Party and the Indemnified Party provides a legal opinion that a conflict exists as a result of the Indemnifying Party’s ability to fulfill its obligations under this Article 10 in connection with control over such Third-Party Claimproceedings.

Indemnification Procedure for Third Party Claims. (a) In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (the “Indemnified Person”an "INDEMNIFIED PARTY") desires to make asserts a claim against for indemnification or receives notice of the assertion of any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made of the commencement of any action or Proceeding by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to, any domestic or foreign court or Governmental Body) (a "THIRD PARTY CLAIM") against such Indemnified Party, relating to a matter for which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Party shall give written notice regarding such claim (and attaching a copy of all papers served with respect to such claim) to the Indemnifying Party within thirty (30) days after learning of such claim (the "CLAIM NOTICE"). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "DEFENSE NOTICE") within thirty (30) days after receipt from the Indemnified Party of the Claim Notice, to conduct at its expense the defense against such claim in its own name, or, if necessary, in the name of the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if the Third Party Claim (i) seeks injunctive or other equitable relief, or (ii) involves criminal allegations against the Indemnified Person Party. (a “Third-Party Claim”), such Indemnified Person must notify b) In the event that the Indemnifying Person in writingParty shall fail to give the Defense Notice within the time period described above, it shall be deemed to have elected not to conduct the defense of the Third-subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith and to compromise and settle the claim without prior consent of the Indemnifying Party and such Indemnifying Party will be liable for all reasonable costs and expenses paid or incurred in connection therewith. The Indemnified Party may not settle the Third Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice without the written consent of the Third-Indemnifying Party, which consent shall not be unreasonably withheld, if such settlement would lead to any liability or create any other obligation of the Indemnifying Party. (c) In the event that the Indemnifying Party does deliver a Defense Notice within the time period described above and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall diligently conduct such defense and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (d) The Indemnifying Party may enter into any settlement of any Third Party Claim; provided, that failure to give a Third-however, the Indemnifying Party may not enter into any settlement of any Third Party Claim Notice on a timely basis shall not affect without the indemnification provided hereunder except prior written consent of the Indemnified Party if pursuant to the extent the Indemnifying Person shall have been actually and materially prejudiced or as a result of such failure. Upon receipt of the Third-Party Claim Notice from settlement injunctive or other equitable relief would be imposed against the Indemnified Person, Party. (e) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Person Party, and shall conclusively be entitleddeemed to be an obligation with respect to which the Indemnified Party is entitled to prompt indemnification hereunder. (f) Each party shall cooperate, at the Indemnifying Person’s electionand cause their respective Affiliates to cooperate, to assume or participate in the defense or prosecution of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Third Party Claim and shall provide reasonable access upon reasonable notice at reasonable times to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, all at the liability expense of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesParty. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In the event that any party (the “Indemnified Person”) desires to make a claim against any other party (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person claim that may seek indemnification hereunder in respect give rise to indemnity under this Article XII resulting from or arising out of a any claim or demand made proceeding by any Person a person that is not a party hereto, the Indemnitor (unless the Indemnitee elects not to this Agreement against the Indemnified Person (a “Third-Party Claim”)seek indemnity hereunder for such claim) may, such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of upon written notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified PersonIndemnitee, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at such claim or proceeding if the cost Indemnitor acknowledges to the Indemnitee its right to indemnity pursuant hereto in respect of Indemnifying Personsuch claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder). In any case in which If the Indemnifying Person Indemnitor assumes the defense of the Third-Party Claimany such claim or proceeding, the Indemnifying Person Indemnitor shall give select counsel reasonably acceptable to the Indemnified Person ten (10) calendar days’ notice prior Indemnitee to executing any conduct the defense of such claim or proceeding, shall take all steps necessary in the defense or settlement agreement thereof and shall at all times diligently and promptly pursue the Indemnified Person resolution thereof. If the Indemnitor shall have assumed the right defense of any claim or proceeding in accordance with this Section 12.7, the Indemnitor shall be authorized to approve consent to a settlement of, or reject the settlement and related expensesentry of any judgment arising from, any such claim or proceeding, without the prior written consent of the Indemnitee; provided, however, that upon rejection the Indemnitor shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; provided further, that the Indemnitor shall not be authorized to encumber any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability assets of the Indemnifying Person Indemnitee or to agree to any restriction that would apply to the Indemnitee or to its conduct of business; and provided further, that a condition to any such settlement shall be a complete release of the Indemnitee with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defenseclaim. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person Indemnitee shall be entitled to participate at its own expense and in (but not control) the defense of any such action with its own counsel at its own expense. Each Indemnitee shall, and shall cause each of each Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnitor in the defense of any Third-Party Claim claim or proceeding being defended by the Indemnitor pursuant to this Section 12.7. If the Indemnitor does not assume the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person claim or proceeding resulting therefrom in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by Section 12.7, the Indemnified Person Indemnitee may defend against such claim or proceeding in connection with such Claim; (b) assumes manner as it may deem appropriate including settling such claim or proceeding after giving notice of the defense of same to the Indemnitor, on such Third-Party Claim; and (c) takes such other actions terms as the Indemnified Person Indemnitee may reasonably request as assurance deem appropriate. If the Indemnitor seeks to question the manner in which the Indemnitee defended such claim or proceeding or the amount of or nature of any such settlement, the Indemnitor shall have the burden of proof by a preponderance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 evidence that such Indemnitee did not defend such claim or proceeding in connection with such Third-Party Claima reasonably prudent manner.

Indemnification Procedure for Third Party Claims. In the event ------------------------------------------------- that any Person entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person who is not a party to this Agreement or an affiliate of a party to this Agreement (a "THIRD PARTY CLAIM") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Party shall give written notice together with a statement of any available information (other than privileged information) regarding such claim to the Indemnifying Party within 30 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "DEFENSE NOTICE") within 15 days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("DEFENSE COUNSEL"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within 10 days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's approval which approval shall not be unreasonably withheld or delayed. If the parties still fail to agree on the Defense Counsel, then, at such time, they shall mutually agree in good faith on a procedure to determine the Defense Counsel. (a) In the event that any party (the “Indemnifying Party shall fail to give the Defense Notice within such 15 day period, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Person”) desires Party shall have the right to make a conduct the defense and to compromise and settle the claim against any without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all reasonable costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnifying Party shall be entitled to have the exclusive control over the defense and settlement of the subject claim and the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party; the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. In such an event, the Indemnifying Party will not settle the subject claim without the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any Losses settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive relief or specific performance would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Person Party is not entitled to indemnification hereunder. (d) If an Indemnified Party refuses to consent to a bona fide offer of settlement which provides for a full release of the Indemnified Party and its affiliates and solely for a monetary payment which the Indemnifying Party wishes to accept, the Indemnified Party may seek indemnification hereunder in respect continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such an event, the obligation of the Indemnifying Party shall be limited to the amount of the offer of settlement which the Indemnified Party refused to accept plus the costs and expenses of the Indemnified Party incurred prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement. (e) Notwithstanding clause (b) above, the Indemnifying Party shall not be entitled to control, but may participate in, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any claim (i) that seeks a claim temporary restraining order, a preliminary or demand made by any Person not a party to this Agreement permanent injunction or specific performance against the Indemnified Person Party, (ii) to the extent such claim involves criminal allegations against the Indemnified Party, (iii) that if unsuccessful, would set a “Third-precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party Claim”)or (iv) if such claim would impose liability on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder. In such an event, such Indemnified Person must notify the Indemnifying Person in writing, Party will still have all of its obligations hereunder provided that the Indemnified Party will not settle the subject claim without the prior written consent of the Third-Indemnifying Party, which consent will not be unreasonably withheld or delayed. (f) Any final judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party Claim is entitled to prompt indemnification hereunder. (a “Third-g) A failure by an Indemnified Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall timely, complete or accurate notice as provided in this Section 8.4 will not affect the indemnification provided rights or obligations of any party hereunder except and only to the extent the Indemnifying Person shall have been actually and materially prejudiced that, as a result of such failure. Upon receipt , any party entitled to receive such notice was deprived of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the its right to approve recover any payment under its applicable insurance coverage or reject the settlement was otherwise directly and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense materially damaged as a result of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails failure to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such timely notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) 6.5.1 In the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify the Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Person in writingParty”), then such Indemnified Party shall give written notice thereof, together with a statement of the Third-any available information regarding such Third Party Claim to the applicable Indemnifying Party within sixty (a “Third-Party Claim Notice”60) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Third Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that failure to give such written notice within any particular time period shall not adversely affect the Indemnified Party’s right to indemnification except, and to the extent that, the Indemnifying Party can show that the failure to give such notification on a timely basis adversely affected the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the “Defense Notice”), within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to conduct, at its expense, the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement and related expensesor cessation, (a) injunctive or other equitable relief would be imposed against the Indemnified Person shall assume control of the defense of Party, or (b) each claimant or plaintiff in such Third-Third Party Claim and has not given to the liability of the Indemnifying Person Indemnified Party an unconditional release from all Liability with respect to such Third-Third Party Claim. 6.5.2 Notwithstanding anything contained in Section 6.5.1 to the contrary, the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim if any of the following conditions are not satisfied: (a) the Indemnifying Party shall acknowledge in writing that it shall be limited fully responsible for all Losses relating to the amount or the monetary equivalent of the rejected settlement and related expenses.such proceeding; (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with must diligently defend such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person.proceeding; (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from must furnish the Indemnified Person, Party with evidence that the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance financial resources of the Indemnifying PersonParty (or the funds available in an escrow account), in the Indemnified Party’s ability reasonable judgment, are and will be sufficient (when considering Losses in respect of all other outstanding claims) to fulfill its obligations satisfy any Losses relating to such proceeding; (d) such proceeding shall not involve criminal actions or allegations of criminal conduct by the Indemnifying Party, and shall not involve claims for specific performance or other equitable relief; and (e) there does not exist, in the Indemnified Party’s good faith judgment, based on the advice of outside legal counsel, a conflict of interest which, under this Article 10 applicable principles of legal ethics, could reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in connection with such Third-Party Claimproceeding.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving Taxes which procedure is set forth in, and which shall be governed exclusively by, Section 7.1, in the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify the Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Person in writingParty”), such Indemnified Party shall give written notice thereof, together with a statement of the Third-any available information regarding such Third Party Claim to such Indemnifying Party, within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Third Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of failure to give such written notice within any settlement and related expenses, particular time period shall not adversely affect the Indemnified Person shall assume control of the defense of such Third-Party Claim Party’s right to indemnification except, and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, extent that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled Party can show that the failure to assume (but shall continue to be entitled to participate in) give such defense. The Indemnified Person may, at its option, continue notification on a timely basis directly and adversely affected the Indemnifying Party’s ability to defend such Third-Third Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder)Claim. The Indemnifying Person Party shall be entitled have the right upon written notice to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish Party (the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within “Defense Notice”), within fifteen (15) days after receipt from the giving Indemnified Party of notice of such noticeThird Party Claim, to conduct, at its expense, the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Person shall be permitted to effect such settlement unless Party. In the event that the Indemnifying Person (a) reimburses Party does not elect to conduct the defense of the subject Third Party Claim, then the Indemnified Person in accordance Party may conduct the defense of the subject Third Party Claim and the Indemnifying Party will cooperate with and make available to the terms of this Article 10 for all reasonable fees Indemnified Party such assistance and expenses incurred materials as may be reasonably requested by the Indemnified Person Party. In the event that the Indemnifying Party does elect to conduct the defense of the subject Third Party Claim, then the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the right to participate in connection the defense assisted by counsel of its own choosing. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) each claimant or plaintiff in such Third Party Claim has not given to the Indemnified Party an unconditional release from all Liability with respect to such Third Party Claim; . (b) assumes Notwithstanding anything contained in Section 8.5(a) to the contrary, the Indemnifying Party under this Section 8.5 shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim if any of the following conditions are not satisfied: (i) the Indemnifying Party shall acknowledge in writing that it shall be fully responsible for all Losses relating to such Third-proceeding, which acknowledgement is deemed given by the Sellers in its capacity as representative to the Sellers; (ii) the Indemnifying Party Claim; and must diligently defend such proceeding; (ciii) takes such other actions as the Indemnifying Party must furnish the Indemnified Person may reasonably request as assurance Party with evidence that the financial resources of the Indemnifying PersonParty, in the Indemnified Party’s ability reasonable judgment, are and will be sufficient (when considering Losses in respect of all other outstanding claims) to fulfill its obligations satisfy any Losses relating to such proceeding; (iv) such proceeding shall not involve criminal actions or allegations of criminal conduct by the Indemnifying Party, and shall not involve claims for specific performance or other equitable relief; and (v) there does not exist, in the Indemnified Party’s good faith judgment, based on the advice of outside legal counsel, a conflict of interest which, under this Article 10 applicable principles of legal ethics, could reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in connection with such Third-Party Claimproceeding.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving Taxes which procedure is set forth in, and which shall be governed exclusively by ARTICLE IX, in the event that any party Person that is or may be entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "THIRD PARTY CLAIM"), against such Indemnified Party, against which a party to this Agreement is or may be required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Person (Party shall give prompt written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expensesParty; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced thereby. Subject to the limitations set forth herein, the Indemnifying Party shall have the right upon rejection written notice to the Indemnified Party (the "DEFENSE NOTICE") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnifying Party may not so elect to defend any such Third Party Claim without the Indemnified Party's prior written consent unless (i) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for the entire amount of any Loss relating thereto, subject to the limitations in SECTION 10.8 (if applicable), and (ii) the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy its indemnification obligations. Without limiting the foregoing and notwithstanding any provision herein to the contrary, the Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim (w) to which the Indemnifying Party is also a party and related expensesthe Indemnified Party reasonably believes (based upon the advice of outside legal counsel) that a material conflict exists as a result of the Indemnifying Party's control over such proceedings, (x) if such Third Party Claim seeks to impose upon the Indemnified Party or the Business any Liability other than for monetary damages (i.e., injunctive, equitable or other non-monetary relief), (y) if the Indemnified Party reasonably believes the outcome of the proceedings will have an adverse affect on the Acquired Companies' relationship with any of its customers, suppliers or employees, or (z) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. In the event that the Indemnifying Party is permitted to conduct the defense of a Third Party Claim hereunder and does elect to conduct the defense of the subject claim (subject to the conditions set forth herein), the Indemnified Person Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it (at the Indemnifying Party's cost), and the Indemnified Party shall assume have the right at its expense to participate in the defense assisted by counsel of its own choosing. If the Indemnifying Party shall control of the defense of any such Third-Third Party Claim and Claim, the liability Indemnifying Party shall obtain the prior written consent of the Indemnifying Person Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim, if pursuant to or as a result of such settlement or cessation, injunctive, equitable or other non-monetary relief will be imposed against the Indemnified Party, or if such settlement does not expressly unconditionally release the Indemnified Party from all Liabilities with respect to such Third-claim and all other claims arising out of the same or similar facts and circumstances, with prejudice; it being understood and agreed that Indemnifying Party Claim shall be limited entitled to settle, without the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of Party's consent, any Third-such other Third Party Claim, the defense of which it is entitled to and has been assumed by elected to control (subject to the Indemnifying Person pursuant to Section 10.3(aconditions and limitations set forth in this SECTION 10.6) of this Agreementso long as such settlement would not result in injunctive, but equitable or other non-monetary relief being imposed against the Indemnified Person shall bear Party and shall be solely responsible for its own costs such settlement expressly unconditionally releases the Indemnified Party from all Liabilities with respect to such claim and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions other claims arising out of the Indemnifying Person shall be final same or similar facts and the Indemnified Person shall cooperate circumstances, with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Personprejudice. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In Any Claim for indemnity shall be made by written notice from the event that any party seeking indemnification (the “Indemnified PersonParty”) desires to make a claim against any other the party required to provide same (the “Indemnifying Person”) in connection with any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim or demand made by any Person not a party to this Agreement against the Indemnified Person (a “Third-Party ClaimParty”), together with a written description of the Claim, stating the nature and basis of such Claim and, if ascertainable, the amount thereof. The Indemnifying Party shall have a period of thirty (30) days after receipt of such notice within which to respond thereto or, in the case of a third-party Claim which requires a shorter time for response, within such shorter period as specified by the Indemnified Person must Party in such notice (the “Notice Period”). If the Indemnifying Party denies responsibility or fails to respond to the notice within the Notice Period, the Indemnified Party may defend or compromise the Claim as it deems appropriate without prejudice to any of the Indemnified Party’s rights hereunder, and the Indemnifying Party shall have no right to approve or disapprove any actions taken in connection therewith by the Indemnified Party. If the Indemnifying Party accepts responsibility, it shall so notify the Indemnifying Person in writing, Indemnified Party within the Notice Period and elect either (a) to undertake the defense or compromise of the Thirdsuch third-Party party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, with counsel selected by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually Party and materially prejudiced as a result reasonably approved by the Indemnified Party or (b) to instruct the Indemnified Party to defend or compromise such Claim. If the Indemnifying Party undertakes the defense or compromise of such failure. Upon receipt of the Thirdthird-Party Claim Notice from party Claim, the Indemnified Person, the Indemnifying Person Party shall be entitled, at the Indemnifying Person’s electionits own expense, to assume or participate in the defense such defense. No compromise or settlement of any Thirdthird-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party party Claim shall be limited made without reasonable notice to the amount or Indemnified Party and without the monetary equivalent prior written approval of the rejected Indemnified Party, unless such compromise or settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense includes a general release of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses Party in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions respect of the Indemnifying Person shall be final and matter with no admission of liability on the part of the Indemnified Person shall cooperate with Party and no constraints on the Indemnifying Person in all respects in the defense future conduct of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Personits business. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) In Other than a claim involving Taxes which procedure is set forth in, and which shall be governed exclusively by, Section 7.1, in the event that subsequent to the Closing, any party Person that is or may be entitled to indemnification under this Agreement (the an “Indemnified PersonParty”) desires to make a claim against receives notice of the assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement against the Indemnified Person Party or an Affiliate of a Party, including, without limitation, any domestic or foreign court or Governmental Authority (a “Third-Third Party Claim”), against such Indemnified Person must notify the Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Person in writingParty”), such Indemnified Party shall give written notice thereof, together with a statement of the Third-any available information regarding such Third Party Claim to such Indemnifying Party, within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by learning of such Indemnified Person of notice of the Third-Third Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of failure to give such written notice within any settlement and related expenses, particular time period shall not adversely affect the Indemnified Person shall assume control of the defense of such Third-Party Claim Party’s right to indemnification except, and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, extent that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled Party can show that the failure to assume (but shall continue to be entitled to participate in) give such defense. The Indemnified Person may, at its option, continue notification on a timely basis directly and adversely affected the Indemnifying Party’s ability to defend such Third-Third Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder)Claim. The Indemnifying Person Party shall be entitled have the right upon written notice to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish Party (the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within “Defense Notice”), within fifteen (15) days after receipt from the giving Indemnified Party of notice of such noticeThird Party Claim, to conduct, at its expense, the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Person shall be permitted to effect such settlement unless Party. In the event that the Indemnifying Person (a) reimburses Party does not elect to conduct the defense of the subject Third Party Claim, then the Indemnified Person in accordance Party may conduct the defense of the subject Third Party Claim and the Indemnifying Party will cooperate with and make available to the terms of this Article 10 for all reasonable fees Indemnified Party such assistance and expenses incurred materials as may be reasonably requested by the Indemnified Person Party. In the event that the Indemnifying Party does elect to conduct the defense of the subject Third Party Claim, then the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the right to participate in connection the defense assisted by counsel of its own choosing. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim or cease to defend against such Third Party Claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) each claimant or plaintiff in such Third Party Claim has not given to the Indemnified Party an unconditional release from all Liability with respect to such Third Party Claim; . (b) assumes Notwithstanding anything contained in Section 8.6(a) to the contrary, the Indemnifying Party under this Section 8.6 shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of any Third Party Claim if any of the following conditions are not satisfied: (i) the Indemnifying Party shall acknowledge in writing that it shall be fully responsible for all Losses relating to such Third-proceeding, which acknowledgement is deemed given by the Sellers in its capacity as representative to the Sellers; (ii) the Indemnifying Party Claim; and must diligently defend such proceeding; (ciii) takes such other actions as the Indemnifying Party must furnish the Indemnified Person may reasonably request as assurance Party with evidence that the financial resources of the Indemnifying PersonParty, in the Indemnified Party’s ability reasonable judgment, are and will be sufficient (when considering Losses in respect of all other outstanding claims) to fulfill its obligations satisfy any Losses relating to such proceeding; (iv) such proceeding shall not involve criminal actions or allegations of criminal conduct by the Indemnifying Party or Indemnified Party, and shall not involve claims for specific performance or other equitable relief; and (v) there does not exist, in the Indemnified Party’s good faith judgment, based on the advice of outside legal counsel, a conflict of interest which, under this Article 10 applicable principles of legal ethics, could reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in connection with such Third-Party Claimproceeding.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Closing any person or entity entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") asserts a claim for indemnification or receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement or an Affiliate of a party to this Agreement (including, but not limited to any domestic or foreign court or governmental authority, federal, state or local) (a "THIRD PARTY CLAIM") against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to the Indemnifying Party within sixty (60) days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the "DEFENSE NOTICE") within thirty (30) days after receipt from the Indemnified Party of notice of such claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend such claim ("DEFENSE COUNSEL"), to conduct at its expense the defense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party's reasonable approval. If the parties still fail to agree on Defense Counsel, then, at such time, each of the Indemnifying and Indemnified Parties shall choose an arbitrator who, in turn shall select a third arbitrator, and the three arbitrators shall select Defense Counsel. (a) In the event that any party (the “Indemnifying Party shall fail to give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Person”) desires Party shall have the right to make a conduct such defense in good faith and to compromise and settle the claim against any without prior consent of the Indemnifying Party and the Indemnifying Party will be liable for all costs, expenses, settlement amounts or other party (the “Indemnifying Person”) Losses reasonably paid or incurred in connection therewith. (b) In the event that the Indemnifying Party does deliver a Defense Notice and thereby elects to conduct the defense of the subject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may reasonably request, all at the expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (c) Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any Losses settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Person may seek Party is not entitled to indemnification hereunder in respect hereunder. (d) The Indemnifying Party shall not be entitled to control, and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of a any claim to the extent that claim seeks an order, injunction or demand made by any Person not a party to this Agreement other equitable relief against the Indemnified Person Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party (and the reasonable cost of such defense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). (e) If a “Third-decision is made to settle a Third Party Claim”), such Indemnified Person must notify which offer the Indemnifying Person in writingParty is permitted to settle under this SECTION 7.1.3, of and the Third-Indemnifying Party Claim (a “Third-desires to accept and agree to such offer, the Indemnifying Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than will give written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result its receipt of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expensesnotice, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expenses. (b) The Indemnified Person shall retain the right to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claim, including refraining from taking any position adverse to the Indemnifying Person. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall may continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify Party as to such Third Party Claim will not exceed the Indemnified Person for all reasonable fees amount of such settlement offer, plus costs and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses paid or incurred by the Indemnified Person in connection with such Claim; (b) assumes Party through the defense end of such Third-Party Claim; fifteen (15)-day period. (f) Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and (c) takes such other actions as shall conclusively be deemed to be an obligation with respect to which the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability Party is entitled to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.

Indemnification Procedure for Third Party Claims. (a) Any party making a claim for indemnification under this Agreement (an “Indemnitee”) shall notify the indemnifying party (an “Indemnitor”) of the claim (a “Claim Notice”) in writing promptly (and in any event within 30 days) after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it by a third party, describing the claim, the amount or estimated amount thereof, and the basis therefor; provided that the failure to so notify an Indemnitor shall not relieve the Indemnitor of its obligations hereunder, except to the extent that the Indemnitor is actually prejudiced thereby. Any Indemnitor shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by giving notice to the Indemnitee (the “Defense Notice”) within 30 days of receiving a Claim Notice and appointing counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense. In the event that the Indemnitor shall fail to give the Defense Notice, it shall be deemed, with respect to any party claims other than pursuant to Section 8.1(c), to have elected not to conduct the defense of the subject claim, and in such event the Indemnitee shall have the right to conduct such defense but shall require the prior written consent of the Indemnitor to compromise or settle the claim (which will not be unreasonably withheld, conditioned or delayed) and the “Indemnified Person”Indemnitor will be liable for all costs, expenses, settlement amounts or other Losses paid or incurred in connection therewith to the extent Indemnitor would otherwise be liable for such Losses in accordance with Section 8.1 or 8.2, as applicable. (b) desires Notwithstanding the foregoing, with respect to make a any claims other than pursuant to Section 8.1(c), (i) the Indemnitee shall be entitled to participate in the defense of such claim against any other party and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnitee; (ii) the “Indemnifying Person”Indemnitor shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitee if (A) the claim for indemnification relates to or arises in connection with any Losses for criminal proceeding, action, indictment, allegation or investigation; (B) the claim primarily seeks an injunction or other equitable relief against the Indemnitee; (C) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such claim; or (D) it is reasonable to expect that the Loss relating to such claim would materially exceed the maximum amount that such Indemnitee could then be entitled to recover under the applicable provisions of this Agreement; and (iii) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnitee (which the Indemnified Person may seek indemnification hereunder in respect shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim or demand made by any Person not a party ceasing to this Agreement against the Indemnified Person (a “Third-Party Claim”)defend such claim if, such Indemnified Person must notify the Indemnifying Person in writing, of the Third-Party Claim (a “Third-Party Claim Notice”) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receipt, by such Indemnified Person of notice of the Third-Party Claim; provided, that failure pursuant to give a Third-Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced or as a result of such failure. Upon receipt of settlement or cessation, injunctive or other equitable relief will be imposed against the Third-Party Claim Notice Indemnitee or if such settlement does not expressly and unconditionally release the Indemnitee from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement all Liabilities and the Indemnified Person shall have the right to approve or reject the settlement and related expenses; provided, however, that upon rejection of any settlement and related expenses, the Indemnified Person shall assume control of the defense of such Third-Party Claim and the liability of the Indemnifying Person obligations with respect to such Third-Party Claim shall be limited to the amount or the monetary equivalent of the rejected settlement and related expensesclaim, without prejudice. (c) Notwithstanding the rights of the Indemnitee pursuant to Sections 8.3(a) and (b), with respect to any third-party claims arising under Section 8.1(c), the Indemnitee shall have no rights or obligations, including with respect to conducting any defense related to such claims, except that the Indemnitor may not settle any such claim without the prior written consent of the Indemnitee (not to be unreasonably withheld, conditioned or delayed) if the Indemnitee will be obligated to pay any monetary damages or have imposed against it any injunctive or other equitable relief. (d) The Indemnified Person shall retain Indemnitee will cooperate with and make available to the right Indemnitor such assistance and materials as it may reasonably request. To the extent the Indemnitee elects to employ its own counsel and to discuss matters with the Indemnifying Person related to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a8.3(b)(i) above, all decisions the Indemnitee shall not have the right to compromise and settle the claim without the prior written consent of the Indemnifying Person Indemnitor, which consent shall not be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in the defense of the Third-Party Claimunreasonably withheld, including refraining from taking any position adverse to the Indemnifying Personconditioned or delayed. (c) If the Indemnifying Person fails to give notice of the assumption of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall no longer be entitled to assume (but shall continue to be entitled to participate in) such defense. The Indemnified Person may, at its option, continue to defend such Third-Party Claim and, in such event, the Indemnifying Person shall indemnify the Indemnified Person for all reasonable fees and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses incurred by the Indemnified Person in connection with such Claim; (b) assumes the defense of such Third-Party Claim; and (c) takes such other actions as the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability to fulfill its obligations under this Article 10 in connection with such Third-Party Claim.

Indemnification Procedure for Third Party Claims. (a) 9.3.1 In the event that subsequent to the Closing any party Person entitled to indemnification under this Agreement (an "INDEMNIFIED PARTY") receives notice of the “Indemnified Person”) desires to make a claim against assertion of any other party (claim, issuance of any order or the “Indemnifying Person”) in connection with commencement of any Losses for which the Indemnified Person may seek indemnification hereunder in respect of a claim action or demand made proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any domestic or foreign court or Governmental Authority (a "THIRD PARTY CLAIM"), against such Indemnified Party, against which a party to this Agreement is required to provide indemnification under this Agreement (an "INDEMNIFYING PARTY"), the Indemnified Person (Party shall give written notice thereof together with a “Third-Party Claim”), statement of any available information regarding such Indemnified Person must notify claim to the Indemnifying Person in writing, of the Third-Party Claim within thirty (a “Third-Party Claim Notice”30) as promptly as reasonably possible after receipt, but in no event later than fifteen (15) calendar days after receiptlearning of such claim (or within such shorter time as may be necessary, by in the Indemnified Party's reasonable judgment, to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the right, upon written notice to the Indemnified Person Party (the "DEFENSE NOTICE") within ten days (10) after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the Third-Party Claimdefense against such claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that failure to give a Third-the -------- ------- Indemnified Party Claim Notice on a timely basis shall not affect the indemnification provided hereunder except to the extent the Indemnifying Person shall have been actually and materially prejudiced as a result of such failure. Upon receipt of the Third-Party Claim Notice from the Indemnified Person, the Indemnifying Person shall be entitled, at the Indemnifying Person’s election, to assume or participate in the defense of any Third-Party Claim at the cost of Indemnifying Person. In any case in which the Indemnifying Person assumes the defense of the Third-Party Claim, the Indemnifying Person shall give the Indemnified Person ten (10) calendar days’ notice prior to executing any settlement agreement and the Indemnified Person shall have the right to approve or reject the defense counsel selected by the Indemnifying Party, which approval shall not be unreasonably withheld, and in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is provided, then the Indemnifying Party shall propose an alternate defense counsel, who shall be subject again to the Indemnified Party's approval. 9.3.2 In the event that the Indemnifying Party shall fail to timely give the Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith at the cost and expense of the Indemnifying Party and the Indemnifying Party shall reimburse the Indemnified Party for all costs, expenses and settlement and related expensesamounts actually paid in connection therewith; provided, however, that upon rejection of any settlement and related expenses, -------- ------- under no circumstances shall the Indemnified Person shall assume control of the defense of such Third-Party compromise or settle any Third Party Claim and without the liability prior written consent of the Indemnifying Person with respect to such Third-Party Claim shall be limited to (which, in the amount or the monetary equivalent case of the rejected settlement and related expensesStockholders, may be granted by the Stockholder Representative (as defined in Section 9.13)), which consent ------------ shall not be unreasonably withheld or delayed. (b) The Indemnified Person shall retain 9.3.3 In the right to employ its own counsel and to discuss matters with event that the Indemnifying Person related Party does elect to the defense of any Third-Party Claim, the defense of which has been assumed by the Indemnifying Person pursuant to Section 10.3(a) of this Agreement, but the Indemnified Person shall bear and shall be solely responsible for its own costs and expenses in connection with such participation; provided, however, that, subject to Section 10.3(a) above, all decisions of the Indemnifying Person shall be final and the Indemnified Person shall cooperate with the Indemnifying Person in all respects in conduct the defense of the Third-subject claim, the Indemnified Party Claim, including refraining from taking any position adverse will cooperate with and make available to the Indemnifying Person. (c) If Party such assistance and materials as may be reasonably requested by it, all at the expense of the Indemnifying Person fails Party, and the Indemnified Party shall have the right at its expense to give notice participate in the defense assisted by counsel of its own choosing, provided that the Indemnified Party shall have the right to compromise and settle the claim only with the prior written consent of the assumption Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Without the prior written consent of the defense of any Third-Party Claim within a reasonable time period not to exceed forty-five (45) days after receipt of the Third-Party Claim Notice from the Indemnified PersonParty, the Indemnifying Person Party will not enter into any settlement of any Third Party Claim or cease to defend against such claim, if pursuant to or as a result of such settlement or cessation, (i) injunctive or other equitable relief would be imposed against the Indemnified Party, or (ii) such settlement or cessation would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, or (iii) such settlement includes a written admission of guilt. The Indemnifying Party shall no longer not be entitled to assume (but control, and the Indemnified Party shall continue to be entitled to participate inhave sole control over, the defense or settlement of any claim (A) to the extent that claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party or (B) in a proceeding to which the Indemnifying Party is also a party and the Indemnified Party determines in good faith that joint representation would be inappropriate (and in each case the cost of such defensedefense shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder). The If an offer is made to settle a Third Party Claim which all parties to such Third Party Claim (including the Indemnifying Party) are prepared to settle and which offer the Indemnifying Party is permitted to settle under this Section 9.3.3 only upon the prior written consent of the Indemnified Person mayParty, at ------------- the Indemnifying Party will give prompt written notice to the Indemnified Party to that effect. If the Indemnified Party fails to consent to such firm offer within (30) calendar days after its optionreceipt of such notice, the Indemnified Party may continue to contest or defend such Third-Third Party Claim and, in such event, the maximum liability of the Indemnifying Person shall indemnify Party as to such Third Party Claim will not exceed the Indemnified Person for all reasonable fees amount of such settlement offer, plus costs and expenses in connection therewith (provided it is a Third-Party Claim for which the Indemnifying Person is otherwise obligated to provide indemnification hereunder). The Indemnifying Person shall be entitled to participate at its own expense and with its own counsel in the defense of any Third-Party Claim the defense of which it does not assume. Prior to effectuating any settlement of such Third-Party Claim, the Indemnified Person shall furnish the Indemnifying Person with written notice of any proposed settlement in sufficient time to allow the Indemnifying Person to act thereon. Within fifteen (15) days after the giving of such notice, the Indemnified Person shall be permitted to effect such settlement unless the Indemnifying Person (a) reimburses the Indemnified Person in accordance with the terms of this Article 10 for all reasonable fees and expenses paid or incurred by the Indemnified Person in connection with such Claim; (b) assumes Party through the defense end of such Third-Party Claim; (30) day period. 9.3.4 Any judgment entered, order issued or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party, and (c) takes such other actions as shall conclusively be deemed to be an obligation with respect to which the Indemnified Person may reasonably request as assurance of the Indemnifying Person’s ability Party is entitled to fulfill its obligations under this Article 10 in connection with such Third-Party Claimprompt indemnification hereunder.