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

Indemnification Procedure for Third Party Claims. In the event that any action, suit, proceeding, demand, assessment or other notice of claim (“Claim”) is at any time instituted against or made upon any Purchaser’s Indemnified Party or Seller’s Indemnified Party, as the case may be (“Indemnified Party”), for which indemnification or reimbursement may be due from either Purchaser or Sellers, as the case may be (“Indemnifying Party”), pursuant to Section 7.1 and Section 7.2 above, as the case may be, then: (a) such Indemnified Party shall, within half the time period legally required for the presentation of the defense to the Claim, notify the Indemnifying Party in writing (if by e-mail with delivery confirmation) about the institution of the Claim, with a description of the Claim and a description of its subject matter in reasonable details; (b) the Indemnifying Party may either decide to present a defense or counterclaim or pay the amount sought under the Claim; (c) in the event that the Indemnifying Party elects to defend the Claim, the Indemnifying Party (i) inform the Indemnified Party, as the case may be, no later than two thirds (2/3) of the term for presenting defense or in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered to the Indemnified Party in accordance with the requirements for notice of Section 10 of its election to defend the Claim; (ii) shall select and appoint legal counsel (to whom the Indemnified Party shall approve and xxxxx xxxxxx of attorney as may be required for the appropriate defense); (iii) support all costs and expenses in connection with the defense of the Claim and be responsible for the required guarantees and pledges, if any; (iv) shall keep the Indemnified Party informed on all of the occurrences and events related to the Claim; and (v) shall not take a defense strategy that may cause any damage or restriction to the Indemnified Party (including, without limitation, obstacle the issuance of debts clearance certificate) or that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities); (d) in the event that the Indemnifying Party, within two thirds (2/3) of the period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Party to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner), then the Indemnified Party shall assume the defense of the Claim, at the cost and responsibility of the Indemnifying Party, provided that the Indemnifying Party shall remain responsible for providing the collateral requested in connection with such Claim, if necessary; and the Indemnifying Party shall make available for the Indemnified Party all of the documents and materials that are in possession or under control of the Indemnifying Party that could be necessary for the defense in the Claim; (e) neither the Indemnifying Party nor the Indemnified Party may settle a third party Claim without the prior approval of the other Party, which approval will not be unreasonably withheld nor delayed. Any Loss resulting from such settlement will be immediately indemnified by the Indemnifying Party to the Indemnified Party in the full value of such Loss. However, irrespective of the Party who is directly contesting the third party Claim, the Indemnified Party shall be entitled to settle (or request the Indemnifying Party to do so) any third party Claim that: (i) has resulted in a Lien with respect to an asset (or several assets) worth, individually or in the aggregate involving the same third party Claim, five hundred thousand Reais (R$500,000.00) or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days of its creation or has caused the freezing of any asset of the Indemnified Party or any of its Affiliates, shareholders or managers worth five hundred thousand Reais (R$500,000.00) or more, provided that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) days of its imposition; (ii) has resulted in an injunction or other similar court order that may materially adversely affect the ongoing business of the Indemnified Party or any of its Affiliates, quotaholders, shareholders or managers, or impose an obligation to omit or perform an action (obrigação de fazer ou obrigação de não fazer) which may cause an economic impact five hundred thousand Reais (R$500,000.00), or (iii) has generated a material disturbance to the ongoing business of the Indemnified Party or any of its Affiliates, shareholders or managers; (f) in the event the Indemnified Party is ordered, by a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on the Information Business (for the purposes hereof, the events listed in Section 7.5(e)(i)-(iii) are considered immediate disruption effects), to pay any amount relating to any Claim for which the Indemnifying Party is liable, then the Indemnifying Party shall fund or reimburse such amount to the Indemnified Party within five (5) days counted as of the receipt, by the Indemnifying Party of written notification with evidence of such fact; and (g) if there is a delay in any payment owed by an Indemnifying Party to an Indemnified Party hereunder, then the Party failing to timely pay the indemnification amount will incur a fine equal to five percent (5%) of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amount, from the first day overdue until the date of effective payment. 7.5.1. The failure or delay by an Indemnified Party to notify a Claim to the Indemnifying Party within the period of time set forth in Section 7.5(a) above shall not release the Indemnifying Party from its indemnification obligation under this Section 7.

Indemnification Procedure for Third Party Claims. (a) In the event that any action, suit, proceeding, claim or demand, assessment or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnifying Party may be liable to an Indemnitee hereunder is asserted or sought to be collected by a third party (a “Third Party Claim”), the Indemnitee shall as soon as practicable deliver to the Indemnifying Party a notice of claim (“Notice of Claim”) is at any time instituted against or made upon any Purchaser’s Indemnified with respect to such Third Party or Seller’s Indemnified PartyClaim. The Notice of Claim shall (i) specify in reasonable detail the basis for such claim and (ii) to the extent known by the Indemnitee, as the case may be (“Indemnified Party”), for which indemnification or reimbursement may be due from either Purchaser or Sellers, as the case may be (“Indemnifying Party”), pursuant to Section 7.1 and Section 7.2 above, as the case may be, then: (a) such Indemnified Party shall, within half the time period legally required for the presentation set forth a reasonable estimate of the defense amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, notify if any, and any other documents evidencing such Third Party Claim. Notwithstanding the foregoing, no delay or deficiency on the part of an Indemnitee in so notifying the Indemnifying Party in writing will limit any Indemnitee’s right to indemnification under this Article XI (if by e-mail with delivery confirmation) about except to the institution extent such failure materially prejudices the defense of the Claim, with a description of the Claim and a description of its subject matter in reasonable details;such proceeding). (b) The Indemnifying Party will have 15 calendar days from the date on which the Indemnifying Party may either decide received the Notice of Claim to present a notify the Indemnitee that the Indemnifying Party desires to assume the defense or counterclaim 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 Indemnifying Party 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 the Third Party Claim but the Indemnifying Party shall control the investigation, defense and settlement thereof, (ii) the Indemnitee will not file any papers or pay consent to the amount sought under entry of any judgment or enter into any settlement with respect to the Claim;Third Party Claim without the prior written consent of the Indemnifying Party and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee. The Parties 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 to the extent permitted by applicable Law or applicable contractual restrictions, subject to entering into appropriate confidentiality agreements. (c) in the event that If the Indemnifying Party elects does not assume the Third Party Defense within 15 calendar days of receipt of the Notice of Claim, the Indemnitee will be entitled to defend assume the ClaimThird Party Defense (and, if the Indemnitee incurs a Loss with respect to the matter in question for which the Indemnitee is entitled to indemnification pursuant to Section 11.2 or Section 11.3, at the expense of the Indemnifying Party) upon delivery of notice to such effect to the Indemnifying Party; provided that, the Indemnifying Party (i) inform shall have the Indemnified Party, as the case may be, no later than two thirds (2/3) of the term for presenting defense or in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered right to the Indemnified Party in accordance with the requirements for notice of Section 10 of its election to defend the Claim; (ii) shall select and appoint legal counsel (to whom the Indemnified Party shall approve and xxxxx xxxxxx of attorney as may be required for the appropriate defense); (iii) support all costs and expenses in connection with the defense of the Claim and be responsible for the required guarantees and pledges, if any; (iv) shall keep the Indemnified Party informed on all of the occurrences and events related to the Claim; and (v) shall not take a defense strategy that may cause any damage or restriction to the Indemnified Party (including, without limitation, obstacle the issuance of debts clearance certificate) or that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities); (d) participate in the event that the Indemnifying Party, within two thirds (2/3) of the period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Third Party to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner), then the Indemnified Party shall assume the defense of the Claim, Defense at the sole cost and responsibility expense of the Indemnifying Party, provided that but the Indemnifying Party Indemnitee shall remain responsible for providing control the collateral requested investigation, defense and settlement thereof. (d) Notwithstanding the foregoing, in connection with such Claim, if necessary; and no event may the Indemnifying Party shall make available for the Indemnified Party all Stockholders’ Representative (on behalf of the documents and materials that are in possession Company Indemnifying Parties) assume, maintain control of, or under control of the Indemnifying Party that could be necessary for participate in, the defense in the Claim; (e) neither the Indemnifying Party nor the Indemnified Party may settle a third party Claim without the prior approval of the other Party, which approval will not be unreasonably withheld nor delayed. Any Loss resulting from such settlement will be immediately indemnified by the Indemnifying Party to the Indemnified Party in the full value of such Loss. However, irrespective of the Party who is directly contesting the third party Claim, the Indemnified Party shall be entitled to settle (or request the Indemnifying Party to do so) any third party Claim that: proceeding (i) has resulted involving Losses in a Lien with respect to an asset (or several assets) worth, individually or excess of the value of any remaining amount in the aggregate involving the same third party ClaimIndemnification Escrow Fund, five hundred thousand Reais (R$500,000.00) or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days of its creation or has caused the freezing of any asset of the Indemnified Party or any of its Affiliates, shareholders or managers worth five hundred thousand Reais (R$500,000.00) or more, provided that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) days of its imposition; (ii) has resulted in an injunction involving criminal liability on the part of any Buyer Indemnitee, (iii) that is asserted directly by or other similar court order on behalf of a Person that may materially adversely affect the ongoing business is a supplier or customer of the Indemnified Party Company or any of its Affiliates, quotaholders, shareholders or managers, or impose an obligation to omit or perform an action (obrigação de fazer ou obrigação de não fazer) which may cause an economic impact five hundred thousand Reais (R$500,000.00)the Surviving Corporation following the Mergers, or (iii) has generated a material disturbance to the ongoing business of the Indemnified Party or any of its Affiliates, shareholders or managers; (fiv) in the event the Indemnified Party which any relief other than monetary damages is ordered, by sought against a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on the Information Business (for the purposes hereof, the events listed in Section 7.5(e)(i)-(iii) are considered immediate disruption effects), to pay any amount relating to any Claim for which the Indemnifying Party is liable, then the Indemnifying Party shall fund or reimburse such amount to the Indemnified Party within five (5) days counted as of the receipt, by the Indemnifying Party of written notification with evidence of such fact; and (g) if there is a delay in any payment owed by an Indemnifying Party to an Indemnified Party hereunder, then the Party failing to timely pay the indemnification amount will incur a fine equal to five percent (5%) of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amount, from the first day overdue until the date of effective paymentBuyer Indemnitee. 7.5.1. The failure or delay by an Indemnified Party to notify a Claim to the Indemnifying Party within the period of time set forth in Section 7.5(a) above shall not release the Indemnifying Party from its indemnification obligation under this Section 7.

Indemnification Procedure for Third Party Claims. In (a) Promptly following receipt by an Indemnified Party of written notice by a third party (including any Governmental Authority) of any complaint, dispute or claim or the commencement of any audit, investigation, action or proceeding from such third party with respect to which such Indemnified Party may be entitled to indemnification pursuant hereto (a “Third-Party Claim”), Buyer, in the event that any action, suit, proceeding, demand, assessment or other notice of claim (“Claim”) is at any time instituted against or made upon any Purchaser’s the Indemnified Party or Seller’s is a Buyer Indemnified Party, as or Seller, in the case may be (“event the Indemnified Party is a Seller Indemnified Party”), for which indemnification or reimbursement may be due from either Purchaser or Sellerswill provide written notice thereof to the other Party (such other Party, as the case may be (“Indemnifying Party”); provided, pursuant however, that the failure to Section 7.1 and Section 7.2 above, as the case may be, then: (a) such Indemnified Party shall, within half the time period legally required for the presentation of the defense to the Claim, so notify the Indemnifying Party in writing (if by e-mail with delivery confirmation) about will not limit the institution of Indemnified Party’s right to indemnification under this Article VIII unless, and only to the Claimextent that, with a description of the Claim and a description of its subject matter in reasonable details; (b) such failure to so notify the Indemnifying Party may either decide to present a defense or counterclaim or pay the amount sought under the Claim; (c) results in the event that forfeiture of rights and defenses otherwise available to the Indemnifying Party elects with respect to defend such Third-Party Claim. Such notice will describe the ClaimThird-Party Claim in reasonable detail, subject to the first proviso to this Section 8.4(a), include copies of all material written evidence thereof and indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained. The Indemnifying Party will have the right, upon written notice delivered to Buyer or Seller, as applicable, within 30 days thereafter (which notice shall set forth the Indemnifying Party (i) inform the Indemnified Party, as the case may be, no later than two thirds (2/3) of the term for presenting defense or in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered ’s agreement to indemnify the Indemnified Party in accordance with the requirements for notice respect to all elements of Section 10 of its election such Third-Party Claim), to defend the Claim; (ii) shall select and appoint legal counsel (to whom the Indemnified Party shall approve and xxxxx xxxxxx of attorney as may be required for the appropriate defense); (iii) support all costs and expenses in connection with assume the defense of such Third-Party Claim, including the Claim and be responsible for the required guarantees and pledges, if any; (iv) shall keep the Indemnified Party informed on all employment of the occurrences and events related to the Claim; and (v) shall not take a defense strategy that may cause any damage or restriction counsel reasonably satisfactory to the Indemnified Party (includingsuch consent not to be unreasonably withheld, without limitationconditioned or delayed) and the payment of the fees and disbursements of such counsel. For the avoidance of doubt, obstacle the issuance covenants and agreements set forth in this Section 8.4(a) shall be deemed to be satisfied as of debts clearance certificate) or the Closing Date with respect to the Specified Litigation Proceedings and Specified Tax Proceedings, including the covenant that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities);counsel be reasonably acceptable to Buyer. (db) in Notwithstanding the event that the Indemnifying Partyforegoing, within two thirds (2/3) of the period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Party to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner), then the Indemnified Party shall may not assume or continue the defense of the portion of a Third-Party Claim, at the cost and responsibility of the Indemnifying Partyincluding, provided that the Indemnifying Party shall remain responsible for providing the collateral requested in connection with such Claim, if necessary; and the Indemnifying Party shall make available for the Indemnified Party all avoidance of the documents and materials that are doubt, in possession or under control respect of the Indemnifying Party that could be necessary for the defense in the Claim; (e) neither the Indemnifying Party nor the Indemnified Party may settle a third party Claim without the prior approval of the other Partyany Excluded Liability, which approval will not be unreasonably withheld nor delayed. Any Loss resulting from such settlement will be immediately indemnified by the Indemnifying Party to the Indemnified Party in the full value of such Loss. However, irrespective of the Party who is directly contesting the third party Claim, the Indemnified Party shall be entitled to settle (or request the Indemnifying Party to do so) any third party Claim that: (i) has resulted in a Lien with respect which includes criminal or quasi-criminal charges or seeks to an asset (impose any criminal penalty, fine or several assets) worth, individually or in the aggregate involving the same third party Claim, five hundred thousand Reais (R$500,000.00) or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days of its creation or has caused the freezing of any asset of other sanction on the Indemnified Party or any of its AffiliatesParty, shareholders or managers worth five hundred thousand Reais (R$500,000.00) or more, provided that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) days of its imposition; (ii) has resulted in an injunction that seeks non-monetary, injunctive or other similar court order that may materially equitable remedies which, if granted, would reasonably be expected to adversely affect affect, restrain or interfere with the ongoing business of the Indemnified Party or any of its Affiliates, quotaholders, shareholders or managers, or impose an obligation to omit or perform an action (obrigação de fazer ou obrigação de não fazer) which may cause an economic impact five hundred thousand Reais (R$500,000.00), or (iii) has generated in the event that such Third-Party Claim is made against a material disturbance to the ongoing business of the Buyer Indemnified Party by any material customer or material supplier of Buyer or any of its Affiliates, shareholders if Buyer has determined in good faith that such Third-Party Claim or managers;the compromise or settlement thereof would reasonably be expected to adversely affect Buyer’s or the Company’s continuing business relationship with any such material customer or material supplier, in each case, in any material respect (provided, however, that the Buyer Indemnified Party shall be not permitted to settle any such claim for which the Buyer Indemnified Party is seeking indemnification pursuant to this Agreement without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed)), or (iv) there exists an actual conflict between the Indemnifying Party and the Indemnified Party in connection with the defense of such Third-Party Claim such that the Parties cannot be joint defendants (the conditions set forth in clauses (i) through (iv) are, collectively, the “Control Conditions”). In the event, however, that (A) the Indemnifying Party declines or fails to assume the defense of such Third-Party Claim on the terms provided above or to employ counsel reasonably satisfactory to Buyer, (B) the Indemnifying Party is not entitled to assume or continue the defense of the Third-Party Claim in accordance with the preceding sentence (but limited only to the portion of such Third-Party Claim the Indemnifying Party is prohibited from assuming), or (C) after the Indemnifying Party has assumed the defense of a Third-Party Claim, (I) any of the Control Conditions come into existence, (II) the Indemnifying Party materially fails to take reasonable steps necessary to defend diligently such Third-Party Claim and the Indemnifying Party has not cured such material failure within 30 days of receiving notice of such failure, or (III) Buyer reasonably determines that Seller has insufficient funds necessary to continue to reasonably defend diligently such Third-Party Claim and Buyer has provided Seller with at least five Business Days prior written notice of such reasonable determination (the conditions set forth in clauses (A) through (C), the “Self-Defense Conditions”), the Indemnified Party may assume its own defense for that portion of the Claim that is subject to the Self-Defenses Conditions, and any Losses will include the reasonable and documented out-of-pocket fees and disbursements of one outside counsel (and, if applicable, one local counsel in each relevant jurisdiction) of the Indemnified Party. (fc) In any Third-Party Claim for which indemnification is being sought hereunder, the Indemnified Party, (or, in the event the Indemnified Party is ordered, by a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on has assumed control of the Information Business (for the purposes hereofclaim, the events listed in Section 7.5(e)(i)-(iii) are considered immediate disruption effectsIndemnifying Party), will have the right to pay any amount relating participate in such matter and to any Claim for retain its own counsel at such Person’s own expense. The Indemnifying Party (or, in the event the Indemnified Party has assumed control of the claim, the Indemnified Party) will at all times use reasonable efforts to keep the Indemnified Party (or, in the event the Indemnified Party has assumed control of the claim, the Indemnifying Party) reasonably apprised of the status of the defense of those Third-Party Claims the defense of which the Indemnifying Party (or, in the event the Indemnified Party has assumed control of the claim, the Indemnified Party) is liablemaintaining and to cooperate in good faith with the Indemnified Party (or, then in the event the Indemnified Party has assumed control of the claim, the Indemnifying Party shall fund or reimburse Party) with respect to the defense of any such amount matter, including making available to the Indemnified Party within five (5) days counted as or, in the event the Indemnified Party has assumed control of the receiptclaim, the Indemnifying Party) records relating to such Third-Party Claim; provided, however, that neither the Indemnifying Party (or, in the event the Indemnified Party has assumed control of the claim, the Indemnified Party) nor its Affiliates will be obligated to provide any other Person with access to any books or records (including personnel files) or include any other Person in any strategy sessions or discussions where such access would or could reasonably be expected to, based on advice of counsel, (x) result in the waiver of any attorney client privilege, (y) create any liability under applicable law or (z) violate any obligation with respect to confidentiality; provided further, that, in the case of each of the immediately foregoing clauses (x), (y) and (z), the Indemnifying Party (or, in the event the Indemnified Party has assumed control of the claim, the Indemnified Party) will inform the other Person of the general nature of the document or information being withheld and reasonably cooperate with the other Person and its representatives to provide such documentation or information in a manner that would not result in violation of law or the loss or waiver of such privilege or could otherwise be redacted to mitigate any concerns around the sharing of confidential information. (d) The Indemnifying Party may not, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, settle or compromise any Third-Party Claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of the Indemnified Party, its Affiliates and their respective officers, directors and employees from all liability arising out of, or related to, such Third-Party Claim, (ii) does not contain any admission or statement suggesting any wrongdoing on behalf of the Indemnified Party or its Affiliates, (iii) does not contain any equitable order, judgment or term that in any manner adversely affects, restrains or interferes, in each case, in any material respect with the business of the Indemnified Party and its Affiliates and (iv) does not require any payment by the Indemnified Party or its Affiliates that would not be paid by the Indemnifying Party of written notification with evidence of such fact; and (g) if there is a delay in any payment owed by an Indemnifying Party to an Indemnified Party hereunder, then the Party failing to timely pay the indemnification amount will incur a fine equal to five percent (5%) of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amount, from the first day overdue until the date of effective paymentParty. 7.5.1. The failure or delay by an Indemnified Party to notify a Claim to the Indemnifying Party within the period of time set forth in Section 7.5(a) above shall not release the Indemnifying Party from its indemnification obligation under this Section 7.

Indemnification Procedure for Third Party Claims. In (a) Other than in respect of Taxes, which shall be governed by Section 6.7, in the event that any action, suit, proceeding, claim or demand, assessment or other notice circumstance or state of facts that would reasonably be expected to 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, in each case, in writing, by a third party (“Third Party Claim”) is at any time instituted against or made upon any Purchaser’s Indemnified Party or Seller’s Indemnified Party, as the case may be (“Indemnified Party”), for which indemnification the Indemnitee shall promptly, but in no event more than thirty (30) days following such Indemnitee’s receipt or reimbursement may be due from either Purchaser or Sellers, as the case may be (“Indemnifying Party”), pursuant to Section 7.1 and Section 7.2 above, as the case may be, then: (a) such Indemnified knowledge of a Third Party shall, within half the time period legally required for the presentation of the defense to the Claim, notify the Indemnifying Party Indemnitor in writing of such Third Party Claim (“Notice of Claim”); provided, however, that a failure by an Indemnitee to provide timely notice consistent with the requirements of this Section 9.4(a) shall not affect the rights or obligations of such Indemnitee except to the extent the Indemnitor shall have been prejudiced as a result of such failure. The Notice of Claim shall, to the extent practicable, specify in reasonable detail each individual item of Loss included in the amount so stated (taking into account the information then known to the Indemnitee), the date such item was paid or properly accrued (if by e-mail with delivery confirmation) about applicable), and the institution basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related (taking into account the information then known to the Indemnitee). The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, with a description of the Claim if any, and a description of its subject matter in reasonable details;any other available documents evidencing such Third Party Claim. (b) The Indemnitor shall have the Indemnifying Party may either decide right, but not the obligation to present a assume the defense or counterclaim 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”); provided that the Indemnitor shall not be entitled to undertake a Third Party Defense, and the Indemnitor shall pay the amount sought under fees and expenses of counsel retained by the Indemnitee in connection therewith, if (A) the claim or demand relates to or arises in connection with any criminal Legal Proceeding, indictment or allegation, or (B) the claim or demand seeks an injunction or equitable relief against the Indemnitee or any of its Related Parties. 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 (subject to the below) and participate in the defense of the Third Party Claim;, but the Indemnitor shall control the investigation, defense and settlement thereof, (ii) the Indemnitee will not file any papers or consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed, 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 (x) provides for equitable or other non-monetary relief, (y) does not contain a full and unconditional release of liability for the Indemnitee or (z) contains an admission of liability, in each case without the prior written consent of the Indemnitee (not to be unreasonably withheld, conditioned or delayed). The Parties 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, such consent not to be unreasonably withheld, conditions or delayed. (c) in If the event Indemnitor does not assume the Third Party Defense, the Indemnitee will be entitled to assume the Third Party Defense at the expense of the Indemnitor upon delivery of notice to such effect to the Indemnitor; provided, however, that the Indemnifying Party elects to defend the Claim, the Indemnifying Party (i) inform Indemnitor shall have the Indemnified Partyright to participate in the Third Party Defense at its sole cost and expense, as but the case may beIndemnitee shall control the investigation, no later than two thirds (2/3) of the term for presenting defense or in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered to the Indemnified Party in accordance with the requirements for notice of Section 10 of its election to defend the Claimsettlement thereof; and (ii) shall select and appoint legal counsel (to whom the Indemnified Party shall approve and xxxxx xxxxxx of attorney as may be required for the appropriate defense); (iii) support all costs and expenses in connection with the defense of the Claim and be responsible for the required guarantees and pledges, if any; (iv) shall keep the Indemnified Party informed on all of the occurrences and events related to the Claim; and (v) shall not take a defense strategy that may cause any damage or restriction to the Indemnified Party (including, without limitation, obstacle the issuance of debts clearance certificate) or that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities); (d) in the event that the Indemnifying Party, within two thirds (2/3) of the period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Party to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner), then the Indemnified Party shall assume the defense of the Claim, at the cost and responsibility of the Indemnifying Party, provided that the Indemnifying Party shall remain responsible for providing the collateral requested in connection with such Claim, if necessary; and the Indemnifying Party shall make available for the Indemnified Party all of the documents and materials that are in possession or under control of the Indemnifying Party that could be necessary for the defense in the Claim; (e) neither the Indemnifying Party nor the Indemnified Party may settle a third party Claim without the prior approval of the other Party, which approval Indemnitor will not be unreasonably withheld nor delayed. Any Loss resulting from such obligated to indemnify the Indemnitee hereunder for any settlement will be immediately indemnified by the Indemnifying Party to the Indemnified Party in the full value of such Loss. However, irrespective of the Party who is directly contesting the third party Claim, the Indemnified Party shall be entitled to settle (or request the Indemnifying Party to do so) any third party Claim that: (i) has resulted in a Lien with respect to an asset (or several assets) worth, individually or in the aggregate involving the same third party Claim, five hundred thousand Reais (R$500,000.00) or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days of its creation or has caused the freezing of any asset of the Indemnified Party entered into or any of its Affiliatesjudgment that was consented to without the Indemnitor’s prior written consent (except where such consent was unreasonably withheld, shareholders conditioned or managers worth five hundred thousand Reais (R$500,000.00) or more, provided that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) days of its imposition; (ii) has resulted in an injunction or other similar court order that may materially adversely affect the ongoing business of the Indemnified Party or any of its Affiliates, quotaholders, shareholders or managers, or impose an obligation to omit or perform an action (obrigação de fazer ou obrigação de não fazer) which may cause an economic impact five hundred thousand Reais (R$500,000.00delayed), or (iii) has generated a material disturbance to the ongoing business of the Indemnified Party or any of its Affiliates, shareholders or managers; (f) in the event the Indemnified Party is ordered, by a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on the Information Business (for the purposes hereof, the events listed in Section 7.5(e)(i)-(iii) are considered immediate disruption effects), to pay any amount relating to any Claim for which the Indemnifying Party is liable, then the Indemnifying Party shall fund or reimburse such amount to the Indemnified Party within five (5) days counted as of the receipt, by the Indemnifying Party of written notification with evidence of such fact; and (g) if there is a delay in any payment owed by an Indemnifying Party to an Indemnified Party hereunder, then the Party failing to timely pay the indemnification amount will incur a fine equal to five percent (5%) of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amount, from the first day overdue until the date of effective payment. 7.5.1. The failure or delay by an Indemnified Party to notify a Claim to the Indemnifying Party within the period of time set forth in Section 7.5(a) above shall not release the Indemnifying Party from its indemnification obligation under this Section 7.

Indemnification Procedure for Third Party Claims. In the event that any action, suit, proceeding, demand, assessment or other notice of claim (“Claim”a) is at any time instituted against or made upon any Purchaser’s Promptly following receipt by an Indemnified Party of written notice by a third party (including any Governmental Authority) of any complaint, dispute or Seller’s claim or the commencement of any audit, investigation, action or proceeding from such third party with respect to which such Indemnified Party, as the case Party may be entitled to indemnification pursuant hereto (a “Indemnified PartyThird-Party Claim”), for which indemnification or reimbursement may be due from either Purchaser or Sellers, as the case may be (“Indemnified Party will provide written notice thereof to the Indemnifying Party”); provided, pursuant however, that the failure to Section 7.1 and Section 7.2 above, as the case may be, then: (a) such Indemnified Party shall, within half the time period legally required for the presentation of the defense to the Claim, so notify the Indemnifying Party will not limit the Indemnified Party’s right to indemnification under this Article IX unless, and only to the extent that, such failure to so notify the Indemnifying Party results in writing (the forfeiture of rights and defenses otherwise available to the Indemnifying Party with respect to such Third-Party Claim. Such notice will describe the Third-Party Claim in reasonable detail, subject to the first proviso to this Section 9.03(a), include copies of all material written evidence thereof and indicate the good faith estimated amount, if by e-mail with delivery confirmation) about the institution reasonably practicable, of the loss that has been or may be sustained. The Indemnifying Party will have the right, upon written notice delivered to the Indemnified Party, within thirty (30) days thereafter (which notice shall set forth the Indemnifying Party’s agreement to indemnify the Indemnified Party with respect to all elements of such Third-Party Claim), to assume the defense of such Third-Party Claim, with a description including the employment of counsel and the payment of the Claim fees and a description disbursements of its subject matter in reasonable details;such counsel. (b) Notwithstanding the foregoing, without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed), the Indemnifying Party may either decide not assume the defense of a Third-Party Claim if (i) the claim could result in imprisonment of or imposition of a civil or criminal fine against the Indemnified Party, (ii) the claim could result in an equitable remedy that would impair the Indemnified Party’s ability to present exercise its rights under this Agreement or (iii) the claim names both the Indemnified Party and the Indemnifying Party and representation of both such parties by the same counsel would create a defense or counterclaim or pay the amount sought under the Claim;conflict. (c) in the event that the Indemnifying Party elects to defend the Claim, If the Indemnifying Party (i) inform the Indemnified Partydoes not assume or is not entitled to assume, as the case may be, no later than two thirds (2/3) of the term for presenting defense or in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered to the Indemnified Party in accordance with Section 9.03(b) above, the requirements for defense of such Third-Party Claim within thirty (30) days of receipt of the notice of Section 10 of its election to defend the Claim; thereof, or (ii) shall select and appoint legal counsel (to whom the Indemnified Party shall approve and xxxxx xxxxxx of attorney as may be required for the appropriate defense); (iii) support all costs and expenses in connection with after assuming the defense of the Claim and be responsible for the required guarantees and pledgesa Third-Party Claim, if any; (iv) shall keep the Indemnified Party informed on all of the occurrences and events related to the Claim; and (v) shall not take a defense strategy that may cause any damage or restriction to the Indemnified Party (including, without limitation, obstacle the issuance of debts clearance certificate) or that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities); (d) in the event that the Indemnifying Party, within two thirds (2/3) of the period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Party to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner), then the Indemnified take reasonable steps to defend diligently such Third-Party shall assume the defense of the Claim, at the cost and responsibility of the Indemnifying Party, provided that the Indemnifying Party shall remain responsible for providing the collateral requested in connection with such Claim, if necessary; and the Indemnifying Party shall make available for the Indemnified Party all of the documents and materials that are in possession or under control of the Indemnifying Party that could be necessary for the defense in the Claim; (e) neither the Indemnifying Party nor the Indemnified Party may settle a third party Claim without the prior approval of the other Party, which approval will not be unreasonably withheld nor delayed. Any Loss resulting from such settlement will be immediately indemnified by the Indemnifying Party to the Indemnified Party in the full value of such Loss. However, irrespective of the Party who is directly contesting the third party Claim, the Indemnified Party shall be entitled to settle (or request the Indemnifying Party to do so) any third party Claim that: (i) has resulted in a Lien with respect to an asset (or several assets) worth, individually or in the aggregate involving the same third party Claim, five hundred thousand Reais (R$500,000.00) or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days of its creation or has caused the freezing of any asset of after receiving written notice from the Indemnified Party or any of its Affiliates, shareholders or managers worth five hundred thousand Reais (R$500,000.00) or more, provided stating that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) days of its imposition; (ii) has resulted in an injunction or other similar court order that may materially adversely affect the ongoing business of so failed, the Indemnified Party or any will be entitled to assume such defense, at the Indemnifying Party’s sole cost and expense, upon delivery of its Affiliates, quotaholders, shareholders or managers, or impose an obligation notice to omit or perform an action (obrigação de fazer ou obrigação de não fazer) which may cause an economic impact five hundred thousand Reais (R$500,000.00), or (iii) has generated a material disturbance such effect to the ongoing business of the Indemnified Party or any of its AffiliatesIndemnifying Party; provided, shareholders or managers; (f) in the event the Indemnified Party is orderedhowever, by a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on the Information Business (for the purposes hereof, the events listed in Section 7.5(e)(i)-(iii) are considered immediate disruption effects), to pay any amount relating to any Claim for which that the Indemnifying Party is liable(x) shall have the right to participate in the defense of the Third-Party Claim at its sole cost and expense, then (y) may at any time thereafter assume the defense of the Third-Party Claim, in which event the Indemnifying Party shall fund or reimburse such amount bear the reasonable fees, costs and expenses of the Indemnifying Party’s counsel incurred prior to the Indemnified Party within five (5) days counted as of the receipt, assumption by the Indemnifying Party of defense of the Third-Party Claim, and (z) shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment consented to without the Indemnifying Party’s prior written notification with evidence of such fact; andconsent. (gd) if there is a delay in any payment owed by an Indemnifying Party to an The Indemnified Party hereundershall, then the Party failing to timely pay the indemnification amount will incur a fine equal to five percent (5%) of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amountshall cause its Affiliates and representatives to, from the first day overdue until the date of effective payment. 7.5.1. The failure or delay by an Indemnified Party to notify a Claim to provide reasonable cooperation with the Indemnifying Party within in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any claim in respect of which the period of time set forth in Section 7.5(a) above shall not release Indemnified Party is seeking indemnification pursuant to this Article IX that the Indemnifying Party from its indemnification obligation under this Section 7has elected to control, including by providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Closing any action, suit, proceeding, demand, assessment or other Person entitled to indemnification under this Agreement (an "Indemnified Party") receives notice of claim the assertion of any claim, issuance of any order or the commencement of any action or proceeding by any Person who is not a party to this Agreement or an Affiliate of a party, including, without limitation, any 45 domestic or foreign court or Governmental Authority (“a "Third Party Claim”) is at any time instituted "), against or made upon any Purchaser’s Indemnified Party or Seller’s such Indemnified Party, as the case may be against which a party to this Agreement is required to provide indemnification under this Agreement (“Indemnified an "Indemnifying Party”"), for which indemnification or reimbursement may be due from either Purchaser or Sellers, as the case may be (“Indemnifying Party”), pursuant to Section 7.1 and Section 7.2 above, as the case may be, then: (a) such Indemnified Party shall, within half the time period legally required for the presentation of the defense to the Claim, notify the Indemnifying Party in writing (if by e-mail with delivery confirmation) about the institution of the Claim, with a description of the Claim and a description of its subject matter in reasonable details; (b) the Indemnifying Party may either decide to present a defense or counterclaim or pay the amount sought under the Claim; (c) in the event that the Indemnifying Party elects to defend the Claim, the Indemnifying Party (i) inform the Indemnified Party, as the case may be, no later than two thirds (2/3) of the term for presenting defense or in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered to the Indemnified Party in accordance with the requirements for notice of Section 10 of its election to defend the Claim; (ii) shall select and appoint legal counsel (to whom the Indemnified Party shall approve and xxxxx xxxxxx give written notice thereof together with a statement of attorney 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 required for the appropriate defense); (iii) support all costs and expenses necessary, in connection with the defense of the Claim and be responsible for the required guarantees and pledges, if any; (iv) shall keep the Indemnified Party's reasonable judgment, to give the Indemnifying Party informed on all of a reasonable opportunity to respond to and defend such claim). The Indemnifying Party shall have the occurrences and events related to the Claim; and (v) shall not take a defense strategy that may cause any damage or restriction right, upon written notice to the Indemnified Party (includingthe "Defense Notice") within ten days (10) after receipt from the Indemnified Party of notice of such claim, without limitationto conduct at its expense the defense against such claim in its own name, obstacle the issuance of debts clearance certificate) or that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities); (d) if necessary in the event name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the defense counsel selected by the Indemnifying Party, within two thirds (2/3) of the period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Party to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner), then the Indemnified Party shall assume the defense of the Claim, at the cost and responsibility of the Indemnifying Party, provided that the Indemnifying Party shall remain responsible for providing the collateral requested in connection with such Claim, if necessary; and the Indemnifying Party shall make available for the Indemnified Party all of the documents and materials that are in possession or under control of the Indemnifying Party that could be necessary for the defense in the Claim; (e) neither the Indemnifying Party nor the Indemnified Party may settle a third party Claim without the prior approval of the other Party, which approval will shall not be unreasonably withheld nor delayed. Any Loss resulting from such settlement will be immediately indemnified by the Indemnifying Party to the Indemnified Party in the full value of such Loss. Howeverwithheld, irrespective of the Party who is directly contesting the third party Claim, the Indemnified Party shall be entitled to settle (or request the Indemnifying Party to do so) any third party Claim that: (i) has resulted in a Lien with respect to an asset (or several assets) worth, individually or in the aggregate involving the same third party Claim, five hundred thousand Reais (R$500,000.00) or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days of its creation or has caused the freezing of any asset of the Indemnified Party or any of its Affiliates, shareholders or managers worth five hundred thousand Reais (R$500,000.00) or more, provided that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) days of its imposition; (ii) has resulted in an injunction or other similar court order that may materially adversely affect the ongoing business of the Indemnified Party or any of its Affiliates, quotaholders, shareholders or managers, or impose an obligation to omit or perform an action (obrigação de fazer ou obrigação de não fazer) which may cause an economic impact five hundred thousand Reais (R$500,000.00), or (iii) has generated a material disturbance to the ongoing business of the Indemnified Party or any of its Affiliates, shareholders or managers; (f) in the event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel within ten (10) days after the Defense Notice is ordered, by a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on the Information Business (for the purposes hereof, the events listed in Section 7.5(e)(i)-(iii) are considered immediate disruption effects), to pay any amount relating to any Claim for which the Indemnifying Party is liableprovided, then the Indemnifying Party shall fund or reimburse such amount propose an alternate defense counsel, who shall be subject again to the Indemnified Party within five (5) days counted as of the receipt, by the Indemnifying Party of written notification with evidence of such fact; and (g) if there is a delay in any payment owed by an Indemnifying Party to an Indemnified Party hereunder, then the Party failing to timely pay the indemnification amount will incur a fine equal to five percent (5%) of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amount, from the first day overdue until the date of effective paymentParty's approval. 7.5.1. The failure or delay by an Indemnified Party to notify a Claim to the Indemnifying Party within the period of time set forth in Section 7.5(a) above shall not release the Indemnifying Party from its indemnification obligation under this Section 7.

Indemnification Procedure for Third Party Claims. In the event that subsequent to the Closing any action, suit, proceeding, demand, assessment person or other 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 person or 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 authority, federal, state or local) (a "Third Party Claim”") is at any time instituted against or made upon any Purchaser’s Indemnified Party or Seller’s 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 thirty (30) days after learning of such claim (or within such shorter time as the case 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 days (30) 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, for however, that the Indemnified Party shall have the right to approve the Defense Counsel, which indemnification approval shall not be unreasonably withheld or reimbursement may 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 due from either Purchaser or Sellers, as subject again to the case may be (“Indemnifying Indemnified Party”), 's approval pursuant to this Section 7.1 and Section 7.2 above, as the case may be, then:7.3. (a) such Indemnified Party shall, within half the time period legally required for the presentation of the defense to the Claim, notify the Indemnifying Party in writing (if by e-mail with delivery confirmation) about the institution of the Claim, with a description of the Claim and a description of its subject matter in reasonable details; (b) the Indemnifying Party may either decide to present a defense or counterclaim or pay the amount sought under the Claim; (c) in In the event that the Indemnifying Party elects shall fail to defend give the ClaimDefense Notice within the time period described above, it shall be deemed to have elected not to conduct the Indemnifying Party (i) inform the Indemnified Party, as the case may be, no later than two thirds (2/3) defense of the term for presenting defense or subject claim, and in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered to the Indemnified Party in accordance with the requirements for notice of Section 10 of its election to defend the Claim; (ii) shall select and appoint legal counsel (to whom event the Indemnified Party shall approve have the right to conduct such defense in good faith and xxxxx xxxxxx to compromise and settle the claim without prior consent of attorney as may the Indemnifying Party and such Indemnifying Party will be required liable for the appropriate defense); (iii) support all costs and expenses reasonable costs, expenses, settlement amounts or other Losses paid or incurred in connection with the defense of the Claim and be responsible for the required guarantees and pledges, if any; (iv) shall keep the Indemnified Party informed on all of the occurrences and events related to the Claim; and (v) shall not take a defense strategy that may cause any damage or restriction to the Indemnified Party (including, without limitation, obstacle the issuance of debts clearance certificate) or that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities);therewith. (db) in In the event that the Indemnifying Party, Party does deliver a Defense Notice within two thirds (2/3) of the time period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Party described above and thereby elects to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner), then the Indemnified Party shall assume conduct the defense of the Claimsubject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as it may 32PAGE reasonably request, all at the cost and responsibility 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. (c) 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. (d) Notwithstanding paragraph (b) above, the Indemnifying Party shall remain responsible for providing the collateral requested in connection with such Claim, if necessary; and the Indemnifying Party shall make available for the Indemnified Party all of the documents and materials that are in possession or under control of the Indemnifying Party that could be necessary for the defense in the Claim; (e) neither the Indemnifying Party nor the Indemnified Party may settle a third party Claim without the prior approval of the other Party, which approval will not be unreasonably withheld nor delayed. Any Loss resulting from such settlement will be immediately indemnified by the Indemnifying Party entitled to the Indemnified Party in the full value of such Loss. Howevercontrol, irrespective of the Party who is directly contesting the third party Claim, and the Indemnified Party shall be entitled to settle 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 request the Indemnifying Party to do so) any third party Claim that: (i) has resulted in a Lien with respect to an asset (or several assets) worth, individually or in the aggregate involving the same third party Claim, five hundred thousand Reais (R$500,000.00otherwise) or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days of its creation or has caused the freezing of any asset prospects of the Indemnified Party or any (and the reasonable cost of its Affiliates, shareholders or managers worth five hundred thousand Reais (R$500,000.00) or more, provided that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) days of its imposition; (ii) has resulted in defense shall constitute an injunction or other similar court order that may materially adversely affect the ongoing business of the Indemnified Party or any of its Affiliates, quotaholders, shareholders or managers, or impose an obligation to omit or perform an action (obrigação de fazer ou obrigação de não fazer) amount for which may cause an economic impact five hundred thousand Reais (R$500,000.00), or (iii) has generated a material disturbance to the ongoing business of the Indemnified Party or any of its Affiliates, shareholders or managers; (f) in the event the Indemnified Party is orderedentitled to indemnification hereunder). If the Indemnifying Party decides to accept and agree to an offer to settle a Third Party claim, by a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on the Information Business (for the purposes hereof, the events listed in Section 7.5(e)(i)-(iii) are considered immediate disruption effects), to pay any amount relating to any which Third Party Claim for which the Indemnifying Party is liablepermitted to settle under this Section 7.3, then the Indemnifying Party shall fund or reimburse such amount will give written notice to the Indemnified Party to that effect within five thirty (530) calendar days counted as after its receipt of such notice. If the receiptIndemnified Party fails to consent to such offer within 30 calendar days after its receipt of such notice, by the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party of written notification with evidence as to such Third Party Claim will not exceed the amount of such fact; andsettlement offer, plus reasonable costs and expenses paid or incurred by the Indemnified Party through the end of such 30-day period. (ge) if there is a delay Any final judgment entered or settlement agreed upon in any payment owed by the manner provided herein shall be binding upon the Indemnifying Party, and shall conclusively be deemed to be an Indemnifying Party obligation with respect to an which the Indemnified Party is entitled to prompt indemnification hereunder, then the Party failing to timely pay the indemnification amount will incur a fine equal to five percent (5%) of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amount, from the first day overdue until the date of effective payment. 7.5.1. The failure or delay by an Indemnified Party to notify a Claim to the Indemnifying Party within the period of time set forth in Section 7.5(a) above shall not release the Indemnifying Party from its indemnification obligation under this Section 7.

Indemnification Procedure for Third Party Claims. In the event that any action, suit, proceeding, demand, assessment or other notice of claim (a “Claim”) is at any time instituted against or made upon any PurchaserPURCHASER’s Indemnified Party or SellerSELLER’s Indemnified Party, as the case may be (an “Indemnified Party”), for which indemnification or reimbursement may be due from either Purchaser PURCHASER or SellersSELLER, as the case may be (an “Indemnifying Party”), pursuant to Section 7.1 Sections 10.1 and Section 7.2 10.2 above, as the case may be, then: (a) such Indemnified Party shall, within half the time period legally required for the presentation of the defense to the Claim, notify the Indemnifying Party in writing (if by e-mail with delivery confirmation) about the institution of the Claim, with a description of the Claim and a description of its subject matter in reasonable details; (b) the Indemnifying Party may either decide to present a defense or counterclaim or pay the amount sought under the Claim; (c) in the event that the Indemnifying Party elects to defend the Claim, the Indemnifying Party (i) inform the Indemnified Party, as the case may be, no later than two thirds (2/3) of the term for presenting defense or in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered to the Indemnified Party in accordance with the requirements for notice of Section 10 of its election to defend the Claim; (ii) shall select and appoint legal counsel (to whom the Indemnified Party shall approve and xxxxx xxxxxx of attorney as may be required for the appropriate defense); (iiiii) support all costs and expenses in connection with the defense of the Claim and be responsible for the required guarantees and pledges, if any; (iv) shall keep the Indemnified Party informed on all of the occurrences and events related to the Claim; and (viii) shall not take a defense strategy that may cause any damage or restriction to the Indemnified Party (including, without limitation, obstacle the issuance of debts clearance certificate) or that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities); (d) in the event that the Indemnifying Party, within two thirds (2/3) of the period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Party SELLER to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner)effect, then the Indemnified Party shall assume the defense of the Claim, at the cost and responsibility of the Indemnifying Party, provided that the Indemnifying Party shall remain responsible for providing the collateral requested in connection with such Claim, if necessary; and the Indemnifying Party shall make available for the Indemnified Party all of the documents and materials that are in possession or under control of the Indemnifying Party that could be necessary for the defense in the Claim; (e) neither the Indemnifying Party nor the Indemnified Party may settle a third party Claim without the prior approval of the other Party, which approval will not be unreasonably withheld nor delayed. Any Loss resulting from such settlement will be immediately indemnified by the Indemnifying Party to the Indemnified Party in the full value of such Loss. However, irrespective of the Party who is directly contesting the third party Claim, the Indemnified Party shall be entitled to settle (or request the Indemnifying Party to do so) any third party Claim that: (i) has resulted in a Lien with respect to an asset (or several assets) worth, individually or in the aggregate involving the same third party Claim, five hundred thousand Reais (R$500,000.00) R$ 5 million or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days 2 months of its creation or has caused the freezing of any asset of the Indemnified Party or any of its Affiliates, shareholders or managers worth five hundred thousand Reais (R$500,000.00) R$2 million or more, provided that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) 15 days of its imposition; (ii) has resulted in an injunction or other similar court order that may materially adversely affect the ongoing business of the Indemnified Party or any of its Affiliates, quotaholders, shareholders or managers, or impose an obligation to omit or perform an action (obrigação de fazer ou obrigação de não fazer) which may cause an economic impact five hundred thousand Reais (R$500,000.00)of R$ 5 million, or (iii) has generated a material disturbance to the ongoing business of the Indemnified Party or any of its Affiliates, shareholders or managers, or (iv) causes (and is not cured within 24 hrs.) (a) the closing of the pulp and paper mill, (b) an interruption of the activities of the Indemnified Party or (c) a material interruption of the capacity of the Indemnified Party to operate the Business in the Ordinary Course; (f) in the event the Indemnified Party is ordered, by a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on the Information Business (for the purposes hereof, the events listed in Section 7.5(e)(i)-(iii10.5(e)(i)-(iv) are considered immediate disruption effects), to pay any amount relating to any Claim for which the Indemnifying Party is liable, then the Indemnifying Party shall fund or reimburse such amount to the Indemnified Party within five ten (510) days counted as of the receipt, by the Indemnifying Party of written notification with evidence of such fact; and. (g) if If there is a delay in any payment owed by an Indemnifying Party to an Indemnified Party hereunder, then the Party failing to timely pay the indemnification amount will incur a fine equal to five two percent (52%) per day of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amount, from the first day overdue until the date of effective payment. 7.5.110.5.1. The failure or delay by an Indemnified Party to notify a Claim to the Indemnifying Party within the period of time set forth fort in Section 7.5(a10.5(a) above shall not release the Indemnifying Party from its indemnification obligation under this Section 710.

Indemnification Procedure for Third Party Claims. ◦ In the event that subsequent to the Closing any action, suit, proceeding, demand, assessment or other notice of claim Person entitled to indemnification under this Agreement (“Claim”) is at any time instituted against or made upon any Purchaser’s Indemnified Party or Seller’s Indemnified Party, as the case may be (an “Indemnified Party”), ) asserts a claim for which indemnification or reimbursement may be due from either Purchaser or Sellersreceives notice of the assertion of any Third Party Claim against such Indemnified Party, as the case may be against which a party to this Agreement is required to provide indemnification under this Agreement (an “Indemnifying Party”), pursuant the Indemnified Party shall give written notice together with a statement of any available information regarding such claim to Section 7.1 the Indemnifying Party promptly after learning of 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, to conduct at his, her or its expense the defense against such claim in his, her or its own name, or if necessary in the name of the Indemnified Party, with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of a Third Party Claim and Section 7.2 aboveshall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim seeks injunctive or other equitable relief, as (ii) the case may Indemnified Party, in the claim notice to the Indemnifying Party, states that, based on advice of counsel, he, she or it believes that his, her or its interests in the Third Party Claim are, or can reasonably be expected to be, then: adverse to the interests of the Indemnifying Party, or (aiii) such Indemnifying Party is unable to provide the Indemnified Party shallwith reasonable assurance of his, within half her or its ability to pay the time period legally required for the presentation expenses of the defense to the against such Third Party Claim, notify the Indemnifying Party in writing (if by e-mail with delivery confirmation) about the institution of the Claim, with a description of the Claim and a description of its subject matter in reasonable details; (b) the Indemnifying Party may either decide to present a defense or counterclaim or pay the amount sought under the Claim; (c) in . ◦ In the event that the Indemnifying Party elects shall fail to defend give such notice described in Section 7.3(a), he, she or it shall be deemed to have elected not to conduct the Claim, the Indemnifying Party (i) inform the Indemnified Party, as the case may be, no later than two thirds (2/3) defense of the term for presenting defense or subject claim, and in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered to the Indemnified Party in accordance with the requirements for notice of Section 10 of its election to defend the Claim; (ii) shall select and appoint legal counsel (to whom event the Indemnified Party shall approve and xxxxx xxxxxx have the right to conduct such defense with counsel of attorney as may be required for its own choosing at the appropriate defense); (iii) support all costs and expenses in connection with the defense expense of the Claim Indemnifying Party and be responsible for to compromise and settle the required guarantees and pledgesclaim, if any; (iv) shall keep subject to the Indemnified Party informed on all prior consent of the occurrences and events related to the Claim; and (v) Indemnifying Party, which shall not take a defense strategy that may cause any damage be unreasonably withheld or restriction to the Indemnified Party (including, without limitation, obstacle the issuance of debts clearance certificate) or that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities); (d) in delayed. ◦ In the event that the Indemnifying Party, within two thirds (2/3) of the period available for the presentation of the relevant defense, Party does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Party elect to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner), then the Indemnified Party shall assume conduct the defense of the Claimsubject claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by he, she or it, all at the cost and responsibility expense of the Indemnifying Party, provided that and the Indemnified Party shall have the right at his, her or its expense to participate in the defense assisted by counsel of his, her or its own choosing and 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 shall remain responsible 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 providing which the collateral requested in connection with such Indemnified Party is not entitled to indemnification hereunder. If a firm decision is made to settle a Third Party Claim, if necessary; which offer the Indemnifying Party is permitted to settle under this Section 7.2(c), and the Indemnifying Party shall make available for desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnified Party all to that effect. If the Indemnified Party fails to consent to such firm offer within thirty (30) days after his, her or its receipt of such notice, the documents and materials that are Indemnified Party may continue to contest or defend such Third Party Claim and, in possession or under control such event, the maximum liability of the Indemnifying Party that could be necessary for as to such Third Party Claim will not exceed the defense in the Claim; (e) neither the Indemnifying Party nor amount of such settlement offer, plus costs and expenses paid or incurred by the Indemnified Party may settle a third party Claim without through the prior approval end of such thirty (30) day period. ◦ Any judgment entered or settlement agreed upon in the other manner provided herein shall be binding upon the Indemnifying Party, which approval will not and shall conclusively be unreasonably withheld nor delayed. Any Loss resulting from such settlement will deemed to be immediately indemnified by the Indemnifying Party to the Indemnified Party in the full value of such Loss. However, irrespective of the Party who is directly contesting the third party Claim, the Indemnified Party shall be entitled to settle (or request the Indemnifying Party to do so) any third party Claim that: (i) has resulted in a Lien an obligation with respect to an asset (or several assets) worth, individually or in the aggregate involving the same third party Claim, five hundred thousand Reais (R$500,000.00) or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days of its creation or has caused the freezing of any asset of the Indemnified Party or any of its Affiliates, shareholders or managers worth five hundred thousand Reais (R$500,000.00) or more, provided that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) days of its imposition; (ii) has resulted in an injunction or other similar court order that may materially adversely affect the ongoing business of the Indemnified Party or any of its Affiliates, quotaholders, shareholders or managers, or impose an obligation to omit or perform an action (obrigação de fazer ou obrigação de não fazer) which may cause an economic impact five hundred thousand Reais (R$500,000.00), or (iii) has generated a material disturbance to the ongoing business of the Indemnified Party or any of its Affiliates, shareholders or managers; (f) in the event the Indemnified Party is ordered, by a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on the Information Business (for the purposes hereof, the events listed in Section 7.5(e)(i)-(iii) are considered immediate disruption effects), entitled to pay any amount relating to any Claim for which the Indemnifying Party is liable, then the Indemnifying Party shall fund or reimburse such amount to the Indemnified Party within five (5) days counted as of the receipt, by the Indemnifying Party of written notification with evidence of such fact; and (g) if there is a delay in any payment owed by an Indemnifying Party to an Indemnified Party prompt indemnification hereunder, then the Party failing to timely pay the indemnification amount will incur a fine equal to five percent (5%) of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amount, from the first day overdue until the date of effective payment. 7.5.1. The failure or delay by an Indemnified Party to notify a Claim to the Indemnifying Party within the period of time set forth in Section 7.5(a) above shall not release the Indemnifying Party from its indemnification obligation under this Section 7.

Indemnification Procedure for Third Party Claims. (a) In the event that any action, suit, proceeding, demand, assessment or other an Indemnitee receives notice of the assertion of any claim (“Claim”) is at or the commencement of any time instituted against or made upon any Purchaser’s Indemnified Party or Seller’s Indemnified Party, as the case Action by a third party in respect of which indemnity may be sought under the provisions of this ARTICLE VIII (a “Indemnified PartyThird Party Claim”), for which indemnification or reimbursement may be due from either Purchaser or Sellersthe Indemnitee shall notify the Indemnitor in writing of such Third Party Claim (such notice, as the case may be (a “Indemnifying PartyNotice of Claim”); provided that the failure or delay in notifying the Indemnitor of such Third Party Claim will not relieve the Indemnitor of any Liability it may have to the Indemnitee, except and only to the extent that such failure or delay causes actual harm to the Indemnitor or otherwise prejudices the Indemnitor, in each case, with respect to such Third Party Claim. (b) Subject to the further provisions of this Section 8.4(b), the Indemnitor will have 30 days (or less if the nature of the Third Party Claim requires) from the date of the Notice of Claim to notify the Indemnitee that the Indemnitor will assume the defense or prosecution and control 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”); provided that the Indemnitor shall not be entitled to assume the defense or prosecution and control of such Third Party Claim to the extent it relates to Taxes for a Post-Closing Period. Any Indemnitee shall have the right to employ separate counsel in any such Third Party Defense and the Indemnitor (if it assumes the defense) shall provide the Indemnitee a reasonable opportunity to participate in such Third Party Defense, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor except as provided in Section 8.4(d). If the Indemnitor elects to assume the Third Party Defense, the Indemnitor shall (i) select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnitee and (ii) take all steps reasonably necessary in the defense or settlement of such Third Party Claim. (c) If the Indemnitor assumes a Third Party Defense, the Indemnitor will not consent to the entry of any judgment or enter into any settlement except with the written consent of the Indemnitee (not to be unreasonably withheld or delayed) to which the Indemnitor is obligated to furnish indemnification pursuant to this Agreement; provided that the consent of the Indemnitee shall not be required if all of the following conditions are met: (i) the terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnitees by the third party of a release of the Indemnitees from all Liability in respect of such Third Party Claim; (ii) the sole form of relief is monetary damages that are paid in full by the Indemnitor; and (iii) with respect to a Third Party Claim involving Taxes, the settlement or resolution of such Third Party Claim does not impact any Post-Closing Period. The Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor (not to be unreasonably withheld or delayed). Notwithstanding the foregoing, the Indemnitee shall have the right to pay or settle any such Third Party Claim; provided that in such event, subject to the following sentence, it shall waive any right to indemnity therefor by the Indemnitor for such claim unless the Indemnitor shall have consented to such payment or settlement (such consent not to be unreasonably withheld or delayed). If the Indemnitor is not reasonably conducting the Third Party Defense in good faith, the Indemnitee shall have the right to (1) employ separate counsel and assume the Third Party Defense at the sole cost and expense of the Indemnitor and (2) consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim on the terms provided in Section 7.1 8.4(d). (d) In the event that (i) an Indemnitee gives a Notice of Claim to the Indemnitor, (ii) the Indemnitor fails or elects not to assume the Third Party Defense within the time period specified in the first sentence of Section 8.4(b), or (iii) the Indemnitor fails to reasonably conduct such Third Party Defense, the Indemnitee shall have the right, with counsel of its choice, to defend, conduct and control the Third Party Defense, at the sole cost and expense of the Indemnitor, subject to the limitations set forth in this ARTICLE VIII. In each case, the Indemnitee shall conduct the Third Party Defense actively and diligently, and the Indemnitor will cooperate in the Third Party Defense as set forth in Section 7.2 above8.4(e). The Indemnitee shall not have the right to consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. (e) Each Party shall use its reasonable best efforts to cooperate and to cause its employees to cooperate with and assist the Indemnitee or the Indemnitor, as the case may be, then: (a) such Indemnified Party shall, within half the time period legally required for the presentation of the defense to the Claim, notify the Indemnifying Party in writing (if by e-mail with delivery confirmation) about the institution of the Claim, with a description of the Claim and a description of its subject matter in reasonable details; (b) the Indemnifying Party may either decide to present a defense or counterclaim or pay the amount sought under the Claim; (c) in the event that the Indemnifying Party elects to defend the Claim, the Indemnifying Party (i) inform the Indemnified Party, as the case may be, no later than two thirds (2/3) of the term for presenting defense or in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered to the Indemnified Party in accordance with the requirements for notice of Section 10 of its election to defend the Claim; (ii) shall select and appoint legal counsel (to whom the Indemnified Party shall approve and xxxxx xxxxxx of attorney as may be required for the appropriate defense); (iii) support all costs and expenses in connection with any Third Party Defense, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be requested; provided that each Party shall use its reasonable best efforts, in respect of any Third Party Claim of which it has assumed the defense of the Claim and be responsible for the required guarantees and pledges, if any; (iv) shall keep the Indemnified Party informed on all of the occurrences and events related to the Claim; and (v) shall not take a defense strategy that may cause any damage or restriction to the Indemnified Party (including, without limitation, obstacle the issuance of debts clearance certificate) or that may in any way increase the Company’s liabilities (whether pre-closing or post-closing liabilities); (d) in the event that the Indemnifying Party, within two thirds (2/3) of the period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay to preserve the amount sought under the Claim or upon a request confidentiality of the Indemnified Party to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner), then the Indemnified Party shall assume the defense of the Claim, at the cost and responsibility of the Indemnifying Party, provided that the Indemnifying Party shall remain responsible for providing the collateral requested in connection with such Claim, if necessary; all confidential information and the Indemnifying Party shall make available for the Indemnified Party all of the documents attorney-client and materials that are in possession or under control of the Indemnifying Party that could be necessary for the defense in the Claim; (e) neither the Indemnifying Party nor the Indemnified Party may settle a third party Claim without the prior approval of the other Party, which approval will not be unreasonably withheld nor delayed. Any Loss resulting from such settlement will be immediately indemnified by the Indemnifying Party to the Indemnified Party in the full value of such Loss. However, irrespective of the Party who is directly contesting the third party Claim, the Indemnified Party shall be entitled to settle (or request the Indemnifying Party to do so) any third party Claim that: (i) has resulted in a Lien with respect to an asset (or several assets) worth, individually or in the aggregate involving the same third party Claim, five hundred thousand Reais (R$500,000.00) or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days of its creation or has caused the freezing of any asset of the Indemnified Party or any of its Affiliates, shareholders or managers worth five hundred thousand Reais (R$500,000.00) or more, provided that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) days of its imposition; (ii) has resulted in an injunction or other similar court order that may materially adversely affect the ongoing business of the Indemnified Party or any of its Affiliates, quotaholders, shareholders or managers, or impose an obligation to omit or perform an action (obrigação de fazer ou obrigação de não fazer) which may cause an economic impact five hundred thousand Reais (R$500,000.00), or (iii) has generated a material disturbance to the ongoing business of the Indemnified Party or any of its Affiliates, shareholders or managers; (f) in the event the Indemnified Party is ordered, by a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on the Information Business (for the purposes hereof, the events listed in Section 7.5(e)(i)-(iii) are considered immediate disruption effects), to pay any amount relating to any Claim for which the Indemnifying Party is liable, then the Indemnifying Party shall fund or reimburse such amount to the Indemnified Party within five (5) days counted as of the receipt, by the Indemnifying Party of written notification with evidence of such fact; and (g) if there is a delay in any payment owed by an Indemnifying Party to an Indemnified Party hereunder, then the Party failing to timely pay the indemnification amount will incur a fine equal to five percent (5%) of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amount, from the first day overdue until the date of effective paymentwork-product privileges. 7.5.1. The failure or delay by an Indemnified Party to notify a Claim to the Indemnifying Party within the period of time set forth in Section 7.5(a) above shall not release the Indemnifying Party from its indemnification obligation under this Section 7.

Indemnification Procedure for Third Party Claims. In (a) The Indemnifying Party may, by written notice given to the event that any action, suit, proceeding, demand, assessment or other notice of claim (“Claim”) is at any time instituted against or made upon any Purchaser’s Indemnified Party not later than 30 days after receipt of the notice described in Section 11.6, assume control of the defence, compromise or Seller’s Indemnified Party, as settlement of the case may be (“Indemnified Party”), for which indemnification or reimbursement may be due from either Purchaser or Sellers, as the case may be (“Indemnifying Party”), pursuant to Section 7.1 and Section 7.2 above, as the case may be, thenThird Party Claim so long as: (ai) such the Indemnified Party shall, within half has at all times the time period legally required for right to fully participate in the presentation of the defense to the Claim, notify defence at its own cost and expense (except the Indemnifying Party must reimburse the Indemnified Party for all Losses incurred by the Indemnified Party in writing (if by e-mail connection with delivery confirmation) about the institution investigation and defence of the Claim, with a description Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim); (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party; (iii) the Third Party Claim is not made or asserted by a description supplier or customer of Seller; (iv) the Indemnified Party determines in good faith that joint representation would not create a conflict of interest or be inappropriate where the Indemnifying Party is also a party to the Third Party Claim; and (v) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the judgment of the Indemnified Party likely to have an adverse effect on the Indemnified Party's Tax liability or its subject matter in reasonable details;continuing business interests. (b) If the Indemnifying Party may either decide to present assumes the defence of a defense or counterclaim or pay the amount sought under the Claim; (c) in the event that the Indemnifying Third Party elects to defend the Claim, the Indemnifying Party must: (i) inform retain counsel satisfactory to the Indemnified Party, as acting reasonably; (ii) actively and diligently proceed with the case may bedefence, no later than two thirds (2/3) compromise or settlement of the term for presenting defense Third Party Claim at its sole cost and expense; (iii) pay or in twenty four (24) hours in case such term is less than five (5) days, in writing and delivered to reimburse the Indemnified Party for any Taxes payable to an applicable Governmental Authority under applicable Law notwithstanding that the Third Party Claim is in accordance with the requirements for notice of Section 10 of its election to defend the Claim; dispute; (iiiv) shall select and appoint legal counsel (to whom keep the Indemnified Party shall approve fully advised with respect to the status of the Third Party Claim (including providing copies of all relevant documents promptly as they become available and xxxxx xxxxxx of attorney as may be required for the appropriate defense); (iii) support giving access to all costs records and expenses in connection with files relating to the defense of the Claim Third Party Claim) and be responsible must arrange for the required guarantees and pledges, if any; (iv) shall keep its counsel to inform the Indemnified Party informed on all a regular basis of the occurrences and events related to status of the Third Party Claim; and and (v) shall not take a defense strategy that may cause consent to the entry of any damage judgment or restriction enter into any settlement with respect to the Third Party Claim unless consented to in writing by the Indemnified Party (including, without limitation, obstacle the issuance of debts clearance certificate) which consent may not be unreasonably or that may in any way increase the Company’s liabilities (whether pre-closing arbitrarily withheld or post-closing liabilitiesdelayed);. (dc) Provided that all the conditions specified in the event that Section 11.8(a) are satisfied and the Indemnifying PartyParty is not in breach of any of its other obligations under this Section 11.8, within two thirds (2/3) of the period available for the presentation of the relevant defense, does not present a defense, counterclaim or pay the amount sought under the Claim or upon a request of the Indemnified Party to this effect or does not fulfill the procedures for notice of the option established in item (c) above (or if, after initially assuming the defense the Indemnifying Party fails to do so in a diligent manner), then the Indemnified Party shall assume the defense of the Claimshall, at the cost and responsibility expense of the Indemnifying Party, provided that cooperate with the Indemnifying Party and use its reasonable efforts to make available to the Indemnifying Party all relevant information in its possession or under its control (provided that it does not cause either of them to breach any confidentiality obligations) and shall take such other steps as are, in the reasonable opinion of counsel for the Indemnifying Party, necessary to enable the Indemnifying Party to conduct such defence so long as: (i) no admission of fault may be made by or on behalf of Buyers or any Buyer's Indemnified Party without the prior written consent of Buyer; (ii) no admission of fault may be made by or on behalf of Seller or any Seller's Indemnified Party without the prior written consent of such Person; (iii) a Representative of the Indemnified Party is not obligated to take any measures which, in the reasonable opinion of its legal counsel, could be prejudicial or unfavourable to the Indemnified Party; and (iv) the Indemnified Party receives, as part of any compromise or settlement, a legally binding and enforceable unconditional release, which is in form and substance satisfactory to the Indemnified Party, acting reasonably, from any and all obligations or Liabilities it may have with respect to the Third Party Claim. (d) If the Indemnifying Party does not assume the defence of a Third Party Claim because: (i) it is not entitled to under Section 11.8(a); (ii) it has not elected to assume the defence of a Third Party Claim or fails to give notice to the Indemnified Party as specified in Section 11.8(a); or (iii) it is not in compliance, in the opinion of the Indemnified Party acting reasonably, with any of the conditions listed in Section 11.8(b), the Indemnified Party has the right to assume the defence, compromise or settlement of the Third Party Claim and retain counsel in its sole discretion at the Indemnifying Party's sole cost and expense. (e) Any settlement or other final determination of the Third Party Claim pursuant to Section 11.8(d) will be binding upon the Indemnifying Party. The Indemnifying Party shall, at the sole cost and expense of the Indemnifying Party, cooperate fully with the Indemnified Party and use its reasonable efforts to make available to the Indemnified Party all relevant information in its possession or under its control and take such other steps as are, in the reasonable opinion of counsel for the Indemnified Party, necessary to enable the Indemnified Party to conduct the defence. The Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for Losses incurred defending against the Third Party Claim, and shall remain responsible for providing the collateral requested in connection with such Claim, if necessary; and the Indemnifying Party shall make available for the Indemnified Party all of the documents and materials that are in possession or under control of the Indemnifying Party that could be necessary for the defense in the Claim; (e) neither the Indemnifying Party nor any Loss the Indemnified Party may settle a third party Claim without the prior approval of the other Partysuffer resulting from, which approval will not be unreasonably withheld nor delayed. Any Loss resulting from such settlement will be immediately indemnified by the Indemnifying Party to the Indemnified Party in the full value of such Loss. Howeverarising out of, irrespective of the Party who is directly contesting the third party Claimor relating to, the Indemnified Third Party shall be entitled to settle (or request the Indemnifying Party to do so) any third party Claim that: (i) has resulted in a Lien with respect to an asset (or several assets) worth, individually or in the aggregate involving the same third party Claim, five hundred thousand Reais (R$500,000.00) or more, provided that such Lien has not been replaced by the Indemnifying Party within fifteen (15) days of its creation or has caused the freezing of any asset of the Indemnified Party or any of its Affiliates, shareholders or managers worth five hundred thousand Reais (R$500,000.00) or more, provided that such freeze has not been removed and cancelled by the Indemnifying Party within fifteen (15) days of its imposition; (ii) has resulted in an injunction or other similar court order that may materially adversely affect the ongoing business of the Indemnified Party or any of its Affiliates, quotaholders, shareholders or managers, or impose an obligation to omit or perform an action (obrigação de fazer ou obrigação de não fazer) which may cause an economic impact five hundred thousand Reais (R$500,000.00), or (iii) has generated a material disturbance to the ongoing business of the Indemnified Party or any of its Affiliates, shareholders or managers; (f) in the event the Indemnified Party is ordered, by a final court decision, an injunction or any other administrative or judicial order with immediate disruption effect on the Information Business (for the purposes hereof, the events listed in Section 7.5(e)(i)-(iii) are considered immediate disruption effects), to pay any amount relating to any Claim for which the Indemnifying Party is liable, then the Indemnifying Party shall fund or reimburse such amount to the Indemnified Party within five (5) days counted as of the receipt, by the Indemnifying Party of written notification with evidence of such fact; and (g) if there is a delay in any payment owed by an Indemnifying Party to an Indemnified Party hereunder, then the Party failing to timely pay the indemnification amount will incur a fine equal to five percent (5%) of the outstanding amount and arrears interest equivalent to the SELIC rate on the overdue amount, from the first day overdue until the date of effective payment. 7.5.1. The failure or delay by an Indemnified Party to notify a Claim to the Indemnifying Party within the period of time set forth fullest extent provided in Section 7.5(a) above shall not release the Indemnifying Party from its indemnification obligation under this Section 7Article 11.