Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. The obligations and liabilities of Company under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. The obligations A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the "Indemnifying Party" and liabilities of Company the other party or parties claiming indemnification hereunder is referred to as the "Indemnified Party". An Indemnified Party under this Article 7 with respect Agreement shall give prompt written notice to Losses arising from claims the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement. As to any claim by a third party which are subject to party, the indemnification provided for Indemnified Party, participate in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice defense, compromise or settlement of any Third such matter through the Indemnified Party's own attorneys and at the Indemnifying Party's own expense; each of the Indemnifying Party Claim, and the Indemnified Party shall give Company notice of provide such Third Party Claim promptly after cooperation and such reasonable access to its books, records and properties as the receipt by other party shall reasonable request with respect to any such matter; and the Indemnified Party of such notice (which notice shall include parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. The Buyer may setoff against the amount of any other payments due to Seller hereunder or otherwise, including, without limitation, the Loss, if knownNote, and method of computation thereofany and all amounts, and containing a reference due to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, Buyer pursuant to any and all claims that the failure Buyer may have against Seller hereunder including, without limitation, with respect to provide such notice the indemnification of the Buyer hereunder by Seller. An Indemnifying Party shall not release Company from make any settlement of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party claims without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided. Without limiting the generality of the foregoing, however, in the event that it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Indemnified Party does not consent or its assets, employees or business. In a case where responsibility for a matter giving rise to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from takingclaim for indemnification is shared by the parties, any actionof the parties may elect to relieve the other of its obligations of indemnification with respect to such matter and, Company’s liability for indemnification shall not exceed subject to the amount provisions of this section, such electing party may thereupon assume full control of the resolution of such proposed settlementmatter. The Indemnified Party will refrain from any act or omission that If such election is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestnot made, control shall also be shared.

Indemnification Procedure. The obligations and liabilities (a) Promptly following receipt by an Indemnified Party of Company under this Article 7 notice by a third party (including any Governmental Entity) of any complaint, dispute or claim or the commencement of any audit, investigation, action or proceeding with respect to Losses arising from claims of any third party which are subject such Indemnified Party may be entitled to the indemnification provided for in this Article 7 pursuant hereto (“Third Third-Party ClaimsClaim”) shall be governed by and contingent upon the following additional terms and conditions: if an ), such Indemnified Party shall receive provide written notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference thereof to the provisions of Party obligated to indemnify under this Agreement in respect of which such right of indemnification is claimed or arises(the “Indemnifying Party”); , provided, however, that the failure to provide so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such notice shall not release Company from any of its obligations under this Article 7 except Third-Party Claim only if, and only to the extent Company is materially prejudiced by that, such failure to so notify the Indemnifying Party results in the material prejudice to the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such Third-Party Claim. Except as specified in Section 7.5(e), the Indemnifying Party shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon the right, upon written notice delivered to the Indemnified Party within five thirty (30) days of the receipt of such noticethereafter, Company shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense and through with counsel of its choice; provided(and/or other advisors, however, that, if there exists or is as applicable) reasonably likely acceptable to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party or that is from a nationally recognized firm and shall pay and advance any related expenses; provided that that the Indemnifying Party shall involve the Purchaser in, and allow the Purchaser to control any communications with any customer of the Company or its Affiliates and will consider in good faith any reasonable input from Purchaser regarding any decision which may negatively impact the Company, then ’s relations with any Customer. After notice from the Indemnifying Person to the Indemnified Person of its election to assume the defense of such Third-Party Claim, the Indemnifying Person shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is requirednot, at the reasonable expense of Company. In the event Company exercises the right to undertake any so long as it diligently conducts such defense against any such Third Party Claim as provided above, be liable to the Indemnified Person under this Article X for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim. The assumption of the defense of a Third-Party Claim shall cooperate with Company not be an admission as to the liability of the Indemnifying Person in respect of such defense and make available Third-Party Claim or be deemed an acceptance or acknowledgment of the Indemnifying Person’s obligation to Company, at Company’s expense, all witnesses, pertinent records, materials and information in indemnify the Indemnified Party’s possession Person in respect of such Third-Party Claim. In the event, however, that the Indemnifying Party declines or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting fails to assume the defense against any of such Third Third-Party Claim, Company shall cooperate with Claim on the Indemnified Party in such defense and make available terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, at Company’s expensein either case within such thirty (30)-day period, all such witnessesthen any Purchaser Losses or any Shareholder Losses (as the case may be), records, materials shall include the reasonable fees and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf disbursements of counsel for the Indemnified Party and related expenses as incurred to the extent the Indemnifying Party is finally determined (by mutual agreement, litigation, arbitration or otherwise) to be liable to the Indemnified Party for such Third-Party Claim. In any Third-Party Claim for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such Third-Party Claim, shall have the right to participate in such matter and to retain its own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any Third-Party Claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party (which may not be unreasonably withheld or delayed), unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees and Affiliates from all liability arising out of, or related to, such Third-Party Claim. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, 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 (which consent shall not be unreasonably withheld); provided, however, in the event that x) includes an unconditional release of the Indemnified Party and its officers, directors, employees and Affiliates from all liability arising out of, or related to, such Third-Party Claim, (y) does not consent contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party and (z) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. (c) In the event an Indemnified Party claims a right to payment pursuant hereto with respect to any matter not involving a third party complaint, dispute or claim (“Direct Claim”), such settlement that would provide it with Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party (a full release from indemnified Losses and would not require it “Notice of Claim”). Such Notice of Claim shall specify the basis for such Direct Claim. The failure by any Indemnified Party to take, or refrain from taking, any action, Company’s liability for indemnification so notify the Indemnifying Party shall not exceed relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any Direct Claim made pursuant to this Section 10.3(c) it being understood that a Notice of Claim in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 10.5. In the event the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of such Notice of Claim that the Indemnifying Party disputes its liability to the Indemnified Party under this Article or the amount thereof, the Direct Claim specified by the Indemnified Party in such Notice of Claim shall be conclusively deemed a liability of the Indemnifying Party under this Article X, and the Indemnifying Party shall pay the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless liability to the Indemnified Party determines that on demand or, in the case of any notice in which the amount of the Direct Claim (or any portion of the Direct Claim) is estimated, on such act later date when the amount of such Direct Claim (or omission is reasonably necessary such portion of such Direct Claim) becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to protect its own interestsuch Direct Claim as provided above, as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such Direct Claim (by mutual agreement, litigation, arbitration or otherwise) and, within five (5) Business Days following the final determination of the merits and amount of such Direct Claim, the Indemnifying Party shall pay to the Indemnified Party immediately available funds in an amount equal to such Direct Claim as determined hereunder.

Indemnification Procedure. The obligations and liabilities of Company under (a) A claim for indemnification for any matter not involving a third party claim may be asserted by written notice to the party from whom indemnification is sought; provided, that failure to so notify the indemnifying party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article 7 with respect IX to Losses arising from claims the extent that the indemnifying party shall not have been materially prejudiced as a result of such delay. (b) In the event that any Action shall be instituted or that any claim or demand shall be asserted by any third party in respect of which are subject to the indemnification provided for in this Article 7 may be sought under Section 9.02 hereof (a “Third Party ClaimsClaim”) shall be governed by and contingent upon ), the following additional terms and conditions: if an Indemnified Party shall receive promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to the extent that the indemnifying party shall have been materially prejudiced as a result of such failure. Subject to the provisions of this Section 9.03, the indemnifying party shall have the right, at its sole expense, to select and engage counsel to defend such matter, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder, it shall within five days of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner, if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided, that the indemnifying party must conduct its defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the indemnifying party shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossmay participate, if knownat its own expense, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choiceClaim; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its participate in any such defense with separate counsel at the expense of the indemnifying party if (i) so requested by the indemnifying party to participate or his own (ii) in the reasonable written opinion of counsel in each jurisdiction for which to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party reasonably determines and the indemnifying party such that a joint representation would violate applicable ethical standards; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake (plus any such defense against appropriate local counsel) for all indemnified parties in connection with any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in Claim. Each party hereto agrees to provide reasonable access to each other party to such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials documents and information as may be reasonably requested in connection with the Indemnified Party’s possession defense, negotiation or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against settlement of any such Third Party Claim. Notwithstanding anything in this Section 9.03 to the contrary, Company shall cooperate with neither the indemnifying party nor the Indemnified Party in such defense and make available to the Indemnified Partyshall, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant (which consent or claimants) and such party provide to such other party an unqualified release from all liability in respect of the Third Party Claim. If the indemnifying party makes any payment on any Third Party Claim, the indemnifying party shall not be unreasonably withheld); providedsubrogated, howeverto the extent of such payment, in the event that to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim. (c) If any Indemnified Party should have a claim against any indemnifying party under this Article IX which does not consent involve a Third Party Claim, the Indemnified Party shall notify the indemnifying party of such claim, specifying the nature of and specific basis for such claim and the amount or the estimated amount of such claim (the “Indemnity Notice”). The failure by any Indemnified Party to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification so notify the indemnifying party shall not exceed relieve the indemnifying party from any liability which it may have to such Indemnified Party under this Article IX, except and only to the extent that the indemnifying party demonstrates that it has been actually materially prejudiced by such failure. If the indemnifying party does not notify the Indemnified Party in writing within 30 days from delivery of the Indemnity Notice that the indemnifying party disputes such claim, the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken claim specified by Company in the defense of a Third Party Claim unless the Indemnified Party determines that shall be conclusively deemed a liability of the indemnifying party hereunder. If the indemnifying party has timely disputed such act or omission is reasonably necessary claim, the indemnifying party and the Indemnified Party shall for a period of 30 days proceed in good faith to protect its own interestnegotiate a resolution of such dispute and, if not resolved through negotiations, such dispute may, at the option of either party, be submitted to binding arbitration pursuant to the provisions of Section 12.03.

Indemnification Procedure. The obligations and liabilities (a) Promptly following receipt by an Indemnified Party of Company under this Article 7 notice by a third party (including any Governmental Entity) of any complaint, dispute or claim or the commencement of any audit, investigation, action or proceeding with respect to Losses arising from claims of any third party which are subject such Indemnified Party may be entitled to the indemnification provided for in this Article 7 pursuant hereto (“Third Third-Party ClaimsClaim”) shall be governed by and contingent upon the following additional terms and conditions: if an ), such Indemnified Party shall receive provide written notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference thereof to the provisions of Party obligated to indemnify under this Agreement in respect of which such right of indemnification is claimed or arises(the “Indemnifying Party”); , provided, however, that the failure to provide so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such notice shall not release Company from any of its obligations under this Article 7 except Third-Party Claim only if, and only to the extent Company is materially prejudiced by that, such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such Third-Party Claim. The Indemnifying Party shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon the right, upon written notice delivered to the Indemnified Party within five twenty (20) days of thereafter assuming full responsibility for any Purchaser Losses or Seller Losses (as the receipt of case may be) resulting from such noticeThird-Party Claim, Company shall be entitled to assume and control the defense of such Third Third-Party Claim at its expense and through Claim, including the employment of counsel of its choice; provided, however, that, if there exists or is reasonably likely satisfactory to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which payment of the Indemnified Party reasonably determines counsel is required, at the reasonable expense fees and disbursements of Companysuch counsel. In the event Company exercises event, however, that the right Indemnifying Party declines or fails to undertake any assume the defense of such defense against any such Third Third-Party Claim as on the terms provided above, the Indemnified Party shall cooperate with Company in such defense and make available above or to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is employ counsel reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available satisfactory to the Indemnified Party, at Company’s expensein either case within such twenty (20)-day period, all such witnessesthen any Purchaser Losses or any Seller Losses (as the case may be), records, materials shall include the reasonable fees and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf disbursements of counsel for the Indemnified Party as incurred. In any Third-Party Claim for which indemnification is being sought hereunder the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such Third-Party Claim, shall have the right to participate in such matter and to retain its own counsel at such Party’s own expense. The Indemnifying Party or the Indemnified Party (as the case may be) shall at all times use reasonable efforts to keep the Indemnifying Party or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any Third-Party Claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party (which may not be unreasonably withheld or delayed), unless (i) the Indemnifying Party fails to assume and maintain the defense of such Third-Party Claim pursuant to Section 12.3(a) or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees and Affiliates from all liability arising out of, or related to, such Third-Party Claim. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, 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 (which consent shall not be unreasonably withheld); provided, however, in the event that x) includes an unconditional release of the Indemnified Party and its officers, directors, employees and Affiliates from all liability arising out of, or related to, such Third-Party Claim, (y) does not consent contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party and (z) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. (c) In the event an Indemnified Party claims a right to payment pursuant hereto with respect to any matter not involving a third party complaint, dispute or claim (“Direct Claim”), such settlement that would provide it with Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party (a full release from indemnified Losses and would not require it “Notice of Claim”). Such Notice of Claim shall specify the basis for such Direct Claim. The failure by any Indemnified Party so to take, or refrain from taking, any action, Company’s liability for indemnification notify the Indemnifying Party shall not exceed relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any Direct Claim made pursuant to this Section 12.3(c) (unless such failure results in prejudice to the Indemnifying Party) it being understood that Notices of Claim in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such representation or warranty under Section 12.4. In the event the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of such Notice of Claim that the Indemnifying Party disputes its liability to the Indemnified Party under this Article or the amount thereof, the Direct Claim specified by the Indemnified Party in such Notice of Claim shall be conclusively deemed a liability of the Indemnifying Party under this Article XII, and the Indemnifying Party shall pay the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless liability to the Indemnified Party determines that on demand or, in the case of any notice in which the amount of the Direct Claim (or any portion of the Direct Claim) is estimated, on such act later date when the amount of such Direct Claim (or omission is reasonably necessary such portion of such Direct Claim) becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to protect its own interestsuch Direct Claim as provided above, as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such Direct Claim (by mutual agreement or by submitting such dispute to a court or body of competent jurisdiction) and, within five (5) Business Days following the final determination of the merits and amount of such Direct Claim, the Indemnifying Party shall pay to the Indemnified Party immediately available funds in an amount equal to such Direct Claim as determined hereunder.

Indemnification Procedure. The obligations and liabilities of Company In the event that a Party (or [*****]) seeks indemnification hereunder or under any provision in this Article 7 Agreement with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 (“a Third Party Claimsclaim, the Party (or [*****]) seeking indemnification (the “Indemnified Party”) shall be governed by and contingent upon promptly notify the following additional terms and conditions: if an Indemnified other Party shall receive notice (the “Indemnifying Party”) in writing of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement claim in respect of which such right of it intends to claim indemnification is claimed or arises); under this Article 10, provided, however, that the any failure to provide the Indemnifying Party with any such notice shall will not release Company relieve the Indemnifying Party from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any the Indemnified Party otherwise than under this Article 710, except to the extent that the ability of the Indemnifying Party to defend such claim is materially prejudiced by the Indemnified Party's failure to give such notice. Upon written notice to If the Indemnifying Party assumes such defense, the Indemnified Party within five days of will have the receipt of such notice, Company shall be entitled right to assume and control participate in the defense of such Third Party Claim thereof and to employ counsel, at its expense and through own expense, separate from the counsel employed by the Indemnifying Party. If the Indemnified Party has been advised by its counsel that (i) there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or (ii) that there is otherwise a potential conflict between the interests of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Companythe Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense fees and expenses of Companysuch separate counsel will be paid by the Indemnifying Party. In If the event Company exercises Indemnifying Party does not assume control of the right to undertake any such defense against any such of a Third Party Claim as provided aboveclaim within [*****] after the receipt by the Indemnifying Party · of the notice required pursuant to this Section ‎10.3, the Indemnified Party will have the right to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense of the Indemnifying Party, but - for the avoidance of doubt - the Indemnifying Party is not released from its indemnification obligation hereunder. The Indemnified Party shall cooperate with Company as may be reasonably requested in such order to ensure the proper and adequate defense and make available to Companyof any action, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession claim or under the Indemnified Party’s control relating thereto as is reasonably required liability covered by Companythis indemnification. Similarly, in the event the Indemnified The Indemnifying Party is, directly may not settle or indirectly, conducting the defense against otherwise dispose of any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party claim without the prior written consent of the Indemnified Party unless such settlement (i) includes only the payment of monetary damages (which consent shall not be unreasonably withheldare fully paid by the Indemnifying Party); provided, however, in (ii) does not impose any injunctive or equitable relief upon the event that Indemnified Party; (iii) does not require any admission or acknowledgment of liability or fault of the Indemnified Party does not consent to any such settlement that would provide it with a full and (iv) contains an unconditional release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed of the amount Indemnified Party in respect of such proposed settlementThird Party claim. The Indemnified Party will refrain from may not settle or otherwise dispose of any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless claim for which the Indemnified Indemnifying Party determines that such act may be liable for damages or omission is reasonably necessary to protect its own interestindemnification under this Agreement without the prior written consent of the Indemnifying Party.

Indemnification Procedure. The obligations and liabilities of Company under Each person to be indemnified pursuant to ------------------------- this Article 7 with respect XI (an "Indemnified Party") agrees to Losses arising from claims give prompt notice to the indemnifying party of the assertion of any third party which are subject claim, or the commencement of any suit, action or proceeding, brought against or sought to the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an collected from such Indemnified Party shall receive notice of any (each a "Third Party Claim"), the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which indemnity may be sought by such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations Indemnified Party under this Article 7 except XI; provided that the omission so to promptly notify the extent Company is materially prejudiced by indemnifying party with respect to a Third Party Claim brought against or sought to be collected from such failure and shall Indemnified Party will not relieve Company the indemnifying party from any other obligation or liability Liability that it may have to any such Indemnified Party otherwise than under this Article 7. Upon written notice XI except to the Indemnified Party within five days of the receipt of extent that such notice, Company shall be entitled failure has materially prejudiced such indemnifying party with respect to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Claim. If any Indemnified Party and Companyshall seek indemnity under this Article XI with respect to a Third Party Claim brought against or sought to be collected from such Indemnified Party, then the Indemnified Party indemnifying party shall be entitled to retain participate therein and, to the extent that it wishes, to assume and direct the defense and settlement thereof with counsel satisfactory to such Indemnified Party. After notice from the indemnifying party to an Indemnified Party of its election to assume and direct the defense and settlement of a Third Party Claim brought against or his own counsel sought to be collected from such Indemnified Party that such indemnifying party is entitled to assume and direct under the terms hereof, the indemnifying party shall not be liable to such Indemnified Party under this Article XI for any legal or other expenses subsequently incurred by such Indemnified Party in each jurisdiction for which connection with the defense thereof other than reasonable costs of investigation, unless the Indemnifying Party and the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right are both named parties to undertake any such defense against any such Third Party Claim as provided aboveaction, claim or demand and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. Notwithstanding the foregoing provisions of this Section 11.4, the Indemnified Party indemnifying party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in not (A) without the prior written consent of an Indemnified Party’s possession , effect any settlement of any pending or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, threatened proceeding in the event the respect of which such Indemnified Party is, directly or indirectlywith reasonable foreseeability, conducting could have been a party and indemnity could have been sought hereunder by such Indemnified Party for a Third Party Claim brought against or sought to be collected from such Indemnified Party, unless such settlement includes an unconditional release, in form and substance satisfactory to the defense Indemnified Party, of such Indemnified Party from all Liability arising out of such proceeding (provided that, whether or not such a release is required to be obtained, the indemnifying party shall remain liable to such Indemnified Party in accordance with this Article XI in the event that a Third Party Claim is subsequently brought against or sought to be collected from such Indemnified Party) or (B) be liable for any settlement of any Third Party Claim brought against or sought to be collected from an Indemnified Party effected without such indemnifying party's written consent (which shall not be unreasonably withheld), but if settled with such indemnifying party's written consent, or if there is a final judgment for the plaintiff in any such Third Party Claim, Company shall cooperate with such indemnifying party agrees (to the extent stated above) to indemnify the Indemnified Party in from and against any loss, liability, claim, damage or expense by reason or such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession settlement or under Company’s control relating thereto as is reasonably judgment. The indemnification required by the Indemnified Party. No such Third Party Claim may this Article XI shall be settled made by Company on behalf periodic payments of the Indemnified Party without amount thereof during the prior written consent course of the Indemnified Party (which consent shall not be unreasonably withheld); providedinvestigation or defense, howeveras and when bills are received or loss, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takeliability, claim, damage or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that expense is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestincurred.

Indemnification Procedure. The obligations A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the "Indemnifying Party" and liabilities of Company the other party or parties claiming indemnification hereunder is referred to as the "Indemnified Party". An Indemnified Party under this Article 7 with respect Agreement shall give prompt written notice to Losses arising from claims the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement. As to any Claim by a third party which are subject party, the Indemnified Party, to participate in the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice defense, compromise or settlement of any Third Party Claim, such matter through the Indemnified Party's own attorneys and at the Indemnifying Party's own expense; each of the indemnifying and the Indemnified Party shall give Company notice of provide such Third Party Claim promptly after cooperation and such reasonable access to its books, records and properties as the receipt by other party shall reasonable request with respect to any such matter; and the Indemnified Party of such notice (which notice shall include parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. The Buyer may setoff against the amount of any other payments due to Seller hereunder or otherwise, including, without limitation the LossNote, if knownany al all amounts, and method of computation thereof, and containing a reference due to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, Buyer pursuant to any and all Claims that the failure Buyer may have against the Seller hereunder including without limitation with respect to provide such notice the indemnification of the Buyer hereunder by the Seller. An Indemnifying Party shall not release Company from make any settlement of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party Claims without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided. Without limiting the generality of the foregoing, however, in the event that it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Indemnified Party does not consent or its assets, employees or business. In a case where responsibility for a matter giving rise to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from takingClaim for indemnification is shares by the parties, any actionof the parties may elect to relieve the other of its obligations of indemnification with respect to such matter and, Company’s liability for indemnification shall not exceed subject to the amount provisions of this section, such electing party may thereupon assume full control of the resolution of such proposed settlementmatter. The Indemnified Party will refrain from any act or omission that if such election is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestnot made, control shall also be shared.

Indemnification Procedure. The obligations (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the party from whom indemnification is sought in accordance with the terms and liabilities conditions of this Agreement; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Indemnified Party from any indemnification that it may claim in accordance with this Article V unless and to the extent the Indemnifying Party is materially prejudiced by such failure. (b) Promptly after any Company Related Party or Investors Related Party (in such context, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder from, or the commencement of any action, suit or proceeding by, a person unaffiliated with either party or its respective Affiliates, which claim the Indemnified Party believes in good faith is an indemnifiable claim under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 Agreement (each, a “Third Party ClaimsClaim”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim), the Indemnified Party shall give Company the indemnitor hereunder (in such context, the “Indemnifying Party”) written notice of such Third Party Claim promptly identifying the nature and the basis of such Third Party Claim to the extent then known, but failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. The Indemnifying Party shall have the right to assume and control the defense of, and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith and irrevocably agrees to provide indemnification hereunder, provided, that notwithstanding anything to the contrary in this Section 5.4, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and to the extent the Indemnifying Party has assumed the defense, shall transfer control of such defense to the Indemnified Party) if (i) such Third Party Claim seeks equitable relief or such Third Party Claim involves a criminal action, (ii) the Indemnifying Party shall not have assumed the defense of such Third Party Claim within 10 Business Days of receipt of notice of such claim for indemnity or (iii) such Third Party Claim exceeds the Purchase Price. If the Indemnifying Party undertakes to assume and control the defense or settle such Third Party Claim, it shall promptly, and in no event later than ten (10) Business Days after notice of such claim, notify the receipt Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate in good faith with the Indemnifying Party and its counsel in all reasonable respects in the defense thereof or the settlement thereof. Subject to the requirements of applicable Law, any material agreement pursuant to which the Indemnified Party or the Indemnifying Party is bound and the applicability of attorney-client privilege, such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. The Indemnifying Party shall bear all reasonable and documented out-of-pocket costs of the Indemnified Party associated with such cooperation by the Indemnified Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense in good faith, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)asserted liability; provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled (i) at its own expense, to assume and control participate in the defense of such asserted liability and any negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days of when the Indemnified Party provides written notice of a Third Party Claim at its expense and through counsel of its choice; providedClaim, however, that, if there exists failed to (x) assume the defense or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment settlement of such counsel for Third Party Claim, and (y) notify the same counsel to represent Indemnified Party of such assumption, or (B) the defendants in any such action include both the Indemnified Party and Company, then the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be entitled one or more reasonable defenses available to retain its the Indemnified Party that are different from or his own counsel in each jurisdiction for which addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably determines counsel is requiredmay be deemed to conflict with the interests of the Indemnifying Party, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided abovethen, in each case, the Indemnified Party shall cooperate with Company in have the right to select one (1) separate counsel and, upon prompt notice to the Indemnifying Party, to assume such settlement or legal defense and make available otherwise to Company, at Company’s expense, all witnesses, pertinent records, materials and information participate in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlydefense of such action, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party in such defense and make available as incurred. Notwithstanding any provision of this Agreement to the Indemnified Partycontrary, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Indemnifying Party Claim may be settled by Company on behalf of the Indemnified Party shall not settle any indemnifiable claim hereunder without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, howeverunless the settlement thereof imposes no liability or obligation on, in the event that and includes a complete release from liability of, and does not contain any admission of wrongdoing by, the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestParty.

Indemnification Procedure. The obligations and liabilities of Company (a) Promptly after receipt by an indemnified party under this Article 7 with respect to Losses arising from claims Section 1.3 of notice of the threat or commencement of any third action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which are subject it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 1.3 or to the indemnification provided for in this Article 7 extent it is not prejudiced as a result of such failure: (“Third Party Claims”b) shall be governed by In case any such action is brought against any indemnified party and contingent upon the following additional terms and conditions: if such indemnified party seeks or intends to seek indemnity from an Indemnified Party shall receive notice of any Third Party Claimindemnifying party, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossindemnifying party will be entitled to participate in, if knownand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such right of indemnification is claimed or arises)indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the failure positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to provide such notice shall not release Company it or other indemnified parties that are different from any of its obligations under this Article 7 except or additional to those available to the extent Company is materially prejudiced by such failure and indemnifying party, the indemnified party or parties shall not relieve Company from any other obligation or liability that it may have the right to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled select separate counsel to assume such legal defenses and control to otherwise participate in the defense of such Third Party Claim at its expense and through counsel action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its choice; providedelection so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless; (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent indemnifying party shall not be unreasonably withheld); providedliable for the expenses of more than one separate counsel, howeverapproved by such indemnifying party representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the event that reasonable fees and expenses of counsel shall be at the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takeexpense of the indemnifying party. Notwithstanding the provisions of this Section 1.3, or refrain from taking, any action, Company’s liability for indemnification the Purchaser shall not exceed be liable for any indemnification obligation under this Agreement in excess of the amount of such proposed settlement. The Indemnified Party will refrain gross proceeds received by the Purchaser from any act or omission that is inconsistent with the position taken by Company in sale of the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestShares.

Indemnification Procedure. The obligations and liabilities of Company (a) Promptly after receipt by an indemnified party under this Article 7 with respect to Losses arising from claims Section 6.3 of notice of the threat or commencement of any third action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 6.3, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which are subject it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 6.3 or to the indemnification provided for in this Article 7 extent it is not prejudiced as a result of such failure. (“Third Party Claims”b) shall be governed by In case any such action is brought against any indemnified party and contingent upon the following additional terms and conditions: if such indemnified party seeks or intends to seek indemnity from an Indemnified Party shall receive notice of any Third Party Claimindemnifying party, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossindemnifying party will be entitled to participate in, if knownand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the failure positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to provide such notice shall not release Company it or other indemnified parties that are different from any of its obligations under this Article 7 except or additional to those available to the extent Company is materially prejudiced by such failure and indemnifying party, the indemnified party or parties shall not relieve Company from any other obligation or liability that it may have the right to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled select separate counsel to assume such legal defenses and control to otherwise participate in the defense of such Third Party Claim at its expense and through counsel action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its choice; providedelection so to assume the defense of such action, the indemnifying party will not be liable to such indemnified party under this Section 6.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless: (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent indemnifying party shall not be unreasonably withheld); providedliable for the expenses of more than one separate counsel, howeverapproved by such indemnifying party representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed Xxxxxx Xxxxxx LLP or other counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the event that reasonable fees and expenses of counsel shall be at the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takeexpense of the indemnifying party. Notwithstanding the provisions of this Section 6.3, or refrain from taking, any action, Company’s liability for indemnification the Purchaser shall not exceed be liable for any indemnification obligation under this Agreement in excess of the amount of net proceeds received by the Purchaser from the sale of the Securities, unless such proposed settlement. The Indemnified Party will refrain obligation has resulted from any act the gross negligence or omission that is inconsistent with willful misconduct of the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestPurchaser.

Indemnification Procedure. The obligations (a) Each Party shall promptly notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant to this Article 12, it being understood and liabilities agreed, however, that the failure by an Indemnified Party to give prompt notice of Company such a claim as provided in this Section 12.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Article 7 with respect to Losses arising from claims of any third party which are subject Agreement except and only to the indemnification provided for in this Article 7 extent that such Indemnifying Party is actually damaged as a result of such failure to give prompt notice. In case any proceeding (“Third Party Claims”including any governmental investigation) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified instituted involving any Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which indemnity may be sought pursuant to this Article 12, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter of such Indemnification Claim Notice. The Indemnifying Party shall assume direction and control of the defense of the claim that is the subject of the Indemnification Claim Notice (including the right to settle the Claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party, and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of such claim. (b) Upon assuming the defense of a Third Party claim in accordance with this Section 12.3, the Indemnifying Party shall be entitled to appoint counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 12.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party after the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 12.3, any Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification is claimed or arises)hereunder and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the failure Indemnified Party’s own expense unless (i) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to provide such notice shall not release Company from any of its obligations under assume and actively further the defense and engage counsel in accordance with this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to Section 12.3 (in which case the Indemnified Party within five days will control the defense). (c) The Indemnifying Party will have the sole right to consent to the entry of the receipt any judgment, enter into any settlement or otherwise dispose of such noticeDamages, Company shall be entitled to assume and control on such terms as the defense of such Third Party Claim at Indemnifying Party, in its expense and through counsel of its choice; reasonable discretion, will deem appropriate (provided, however, that, if there exists or is reasonably likely that the Indemnifying Party shall not agree to exist a conflict of interest that would make it inappropriate in the reasonable judgment any settlement of such counsel for the same counsel action, suit, proceeding or claim or consent to represent both any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party and Companyfrom all liability with respect thereto, then that imposes any liability or obligation on the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which that acknowledges fault by the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in or that limits the Indemnified Party’s possession or rights under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party this Agreement without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that Party) and will transfer to the Indemnified Party does not all amounts which such Indemnified Party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 12.3, the Indemnifying Party will have authority to consent to the entry of any such judgment, enter into any settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount otherwise dispose of such proposed settlementDamages, provided that it obtains the prior written consent of the Indemnified Party, not to be unreasonably withheld or delayed. (d) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 12.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent of such Indemnifying Party. The Indemnified Party will refrain from not admit any act liability with respect to, or omission that is inconsistent settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 12.3. If the position taken by Company Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense of a or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party Claim unless claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party determines of, records and information that are reasonably relevant to such act or omission is Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party will reimburse the Indemnified Party for its reasonable out-of-pocket expenses incurred in connection with such cooperation. (e) The Indemnified Party shall take and shall procure that its Affiliates, Sublicensees, agents, directors, offices and employees take all such reasonable steps and action as are reasonably necessary or as the Indemnifying Party may reasonably require to protect its own interestmitigate any Third Party claim subject to indemnification in accordance with this Section 12.3. Nothing in this Agreement shall or shall be deemed to relieve the Indemnified Party of any common law or other duty to mitigate any losses incurred by it.

Indemnification Procedure. The obligations and liabilities of Company under (a) A claim for indemnification for any matter not involving a third party claim may be asserted by written notice to the party from whom indemnification is sought; provided, that failure to so notify the indemnifying party shall not preclude the Indemnified Party from any indemnification which it may claim in accordance with this Article 7 with respect VIII to Losses arising from claims the extent that the indemnifying party shall not have been materially prejudiced as a result of such delay. (b) In the event that any Action shall be instituted or that any claim or demand shall be asserted by any third party in respect of which are subject to the indemnification provided for in this Article 7 may be sought under Section 8.02 hereof (a “Third Party ClaimsClaim”) shall be governed by and contingent upon ), the following additional terms and conditions: if an Indemnified Party shall receive promptly cause written notice of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity to be forwarded to the indemnifying party. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party Claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to the extent that the indemnifying party shall have been materially prejudiced as a result of such failure. Subject to the provisions of this Section 8.03, the indemnifying party shall have the right, at its sole expense, to select and engage counsel to defend such matter, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder, it shall within five days of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner, if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided, that the indemnifying party must conduct its defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, then the indemnifying party shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossmay participate, if knownat its own expense, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choiceClaim; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its participate in any such defense with separate counsel at the expense of the indemnifying party if (i) so requested by the indemnifying party to participate or his own (ii) in the reasonable written opinion of counsel in each jurisdiction for which to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party reasonably determines and the indemnifying party such that a joint representation would violate applicable ethical standards; and provided, further, that the indemnifying party shall not be required to pay for more than one such counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake (plus any such defense against appropriate local counsel) for all indemnified parties in connection with any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in Claim. Each party hereto agrees to provide reasonable access to each other party to such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials documents and information as may be reasonably requested in connection with the Indemnified Party’s possession defense, negotiation or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against settlement of any such Third Party Claim. Notwithstanding anything in this Section 8.03 to the contrary, Company shall cooperate with neither the indemnifying party nor the Indemnified Party in such defense and make available to the Indemnified Partyshall, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment unless the claimant (which consent or claimants) and such party provide to such other party an unqualified release from all liability in respect of the Third Party Claim. If the indemnifying party makes any payment on any Third Party Claim, the indemnifying party shall not be unreasonably withheld); providedsubrogated, howeverto the extent of such payment, in the event that to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim. (c) If any Indemnified Party should have a claim against any indemnifying party under this Article VIII which does not consent involve a Third Party Claim, the Indemnified Party shall notify the indemnifying party of such claim, specifying the nature of and specific basis for such claim and the amount or the estimated amount of such claim (the “Indemnity Notice”). The failure by any Indemnified Party to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification so notify the indemnifying party shall not exceed relieve the indemnifying party from any liability which it may have to such Indemnified Party under this Article VIII, except and only to the extent that the indemnifying party demonstrates that it has been actually materially prejudiced by such failure. If the indemnifying party does not notify the Indemnified Party in writing within 30 days from delivery of the Indemnity Notice that the indemnifying party disputes such claim, the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken claim specified by Company in the defense of a Third Party Claim unless the Indemnified Party determines that shall be conclusively deemed a liability of the indemnifying party hereunder. If the indemnifying party has timely disputed such act or omission is reasonably necessary claim, the indemnifying party and the Indemnified Party shall for a period of 30 days proceed in good faith to protect its own interestnegotiate a resolution of such dispute and, if not resolved through negotiations, such dispute may, at the option of either party, be submitted to binding arbitration pursuant to the provisions of Section 11.03.

Indemnification Procedure. The obligations and liabilities of Company under When required to indemnify an Indemnified Party in accordance with this Article 7 with respect to Losses arising from claims of any third party which are subject to 8, PEGI or the indemnification provided for relevant PSP Project Entity, as applicable (in this Article 7 (such capacity, the “Third Party ClaimsIndemnifying Party”) shall be governed by and contingent upon the following additional terms and conditions: if an assume on behalf of such Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, conduct with due diligence and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control good faith the defense of any Claim against such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Companyshall bear the expense thereof, then whether or not the Indemnified Indemnifying Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is requiredjoined therein, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, and the Indemnified Party shall cooperate with Company the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and make available to Companysettlement of such Claim, at Company’s expenseprovided, all witnesseshowever, pertinent records, materials and information in that without relieving the Indemnified Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s possession right to control the defense or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlysettlement thereof, in the event the Indemnified Party is, directly or indirectly, conducting shall be consulted on the defense against and settlement of such Claim and may elect to participate through separate counsel in the defense of any such Third Party Claim, Company but the fees and expenses of such counsel shall cooperate with be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, (b) the Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to control the defense and make available or settlement of such Claim on behalf of such Indemnified Party) or (c) the Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified PartyParty to assume the defense of such Claim within a reasonable time after notice of the commencement thereof. In each of such cases set forth in the second sentence of this paragraph, the reasonable fees and expenses of counsel shall be at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as the expense of the Indemnifying Party except where the Indemnifying Party is reasonably ultimately deemed not to have been required to provide the indemnity sought by the Indemnified Party. No The Indemnifying Party shall not settle any Claim if the terms of such Third Party Claim may be settled settlement (x) require the payment of any amount by Company on behalf of the Indemnified Party for which the Indemnified Party is not indemnified hereunder or (y) provide for non-monetary damages, in each case without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld); providedconditioned, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, withheld or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestdelayed.

Indemnification Procedure. The obligations and liabilities of Company (a) In the event that any Person entitled to indemnification under this Article 7 Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any Proceeding by any Person who is not a Party or an Affiliate of a Party (a “Third Party Claim”) against such Indemnified Party, with respect to Losses arising from claims of any third party which are subject a Party is or may be required to the provide indemnification provided for in under this Article 7 Agreement (an “Third Party ClaimsIndemnifying Party”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim), the Indemnified Party shall give Company written notice regarding such Third Party Claim to the Indemnifying Party within thirty (30) days after learning of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)Claim; provided, however, that the failure to provide such notice so notify an Indemnifying Party shall not release Company from any relieve the Indemnifying Party of its obligations under this Article 7 hereunder except to the extent Company is (and only to the extent) that the Indemnifying Party has been materially prejudiced by such failure and thereby. The Indemnifying Party shall not relieve Company from any other obligation or liability that it may have be entitled to any Indemnified Party otherwise than under this Article 7. Upon written notice to participate in the Indemnified Party within five days of the receipt defense of such noticeThird Party Claim at such Indemnifying Party’s expense, Company and at its option shall be entitled to assume and control the defense thereof (subject to the limitations set forth below) by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense, provided that the Indemnifying Party first enters into an agreement in form and substance reasonably satisfactory to the Indemnified Party that unconditionally guarantees the payment and performance of any Adverse Consequences which may arise with respect to such Third Party Claim. (b) If the Indemnifying Party has assumed the defense of a Third Party Claim at its expense and through counsel of its choice; providedin accordance with the terms hereof, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain participate in the defense of such claim and to employ counsel of its or his own choice for such purpose, and the fees and expenses of such separate counsel in each jurisdiction for which shall be borne by the Indemnified Party reasonably determines other than (i) any fees and expenses of such separate counsel is required, at that are incurred prior to the reasonable expense date the Indemnifying Party assumes control of Company. In the event Company exercises the right to undertake any such defense against any (provided that the Indemnified Party has provided notice of such Third Party Claim as provided to the Indemnifying Party within the thirty day period contemplated by Section 5.4(a) above), and (ii) any fees and expenses of such separate counsel if the Indemnified Party has been advised in writing by a nationally recognized and reputable outside counsel that a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to the defense of such Third Party Claim. (c) Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be entitled to control the defense of a Third Party Claim (and the Indemnified Party shall cooperate with Company in such defense and make available be entitled to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession maintain or under the Indemnified Party’s assume control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting of the defense against any of such Third Party Claim) (i) if the Third Party Claim relates to or involves any criminal or quasi criminal proceeding, Company shall cooperate with action, indictment, allegation or investigation; (ii) if the Indemnified Third Party in such defense and make available to Claim seeks an injunction or other equitable relief against the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control ; (iii) if the Adverse Consequences relating thereto as is reasonably required by to the Indemnified Party. No such Third Party Claim may be settled by Company on behalf are reasonably likely to exceed the maximum amount of the indemnification with respect to such claim that such Indemnified Party without would then be entitled to recover under this Article 5; or (iv) to the extent that the Third Party Claim relates to Taxes (the defense of which shall be governed exclusively by Section 8.7(f)). (d) If the Indemnifying Party shall control the defense of any Third Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which Party, such consent shall not to be unreasonably withheld); provided, howeverconditioned or delayed, in before entering into any settlement of, consenting to the event that entry of any judgment with respect to or ceasing to defend such Third Party Claim if (i) pursuant to or as a result of such settlement, consent or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party, or a finding or admission of any violation of Law would be made by any Indemnified Party, or such settlement, consent or cessation would otherwise reasonably be expected to interfere with or adversely affect the business, operations or assets of the Indemnified Party in any material respect; or (ii) such settlement or judgment does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim. (e) If the Indemnified Party maintains or controls the defense of any Third Party Claim as permitted herein, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed, before entering into any such settlement that would provide it of, consenting to the entry of any judgment with a full release from indemnified Losses and would not require it to takerespect to, or refrain from taking, any action, Company’s liability ceasing to defend such Third Party Claim. (f) Any claim by an Indemnified Party for indemnification shall not exceed hereunder may be asserted by delivering to the Indemnifying Party one or more written notices (each, a “Claim Notice”): (i) stating that an Indemnified Party has incurred or paid, or in good faith believes that it may incur or pay Adverse Consequences; (ii) stating, to the extent reasonably determinable, the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company Adverse Consequences (which, in the defense case of a Third Adverse Consequences not yet incurred or paid, may be the estimated amount of the Adverse Consequences); and (iii) specifying in reasonable detail (based upon the information then possessed by the Indemnified Party) the nature of the claim to which such Adverse Consequences are related, including to the extent then known or available, the identity and address of any third-party claimant and copies of any formal demand or complaint, the date the Adverse Consequences were incurred or paid, or the basis for any anticipated Adverse Consequences, and the basis for seeking indemnification of such Adverse Consequences under this Agreement. (g) If the Indemnifying Party Claim unless does not notify the Indemnified Party determines within thirty (30) days following its receipt of a Claim Notice that the Indemnifying Party disputes its liability to the Indemnified Party, such claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed an obligation of the Indemnifying Party hereunder, and the Indemnifying Party will be conclusively deemed to have consented to the recovery by the Indemnified Party of the full amount of the Adverse Consequences specified in the Claim Notice, and, subject to Section 5.5 below, the Indemnifying Party will pay the amount of such Losses to the Indemnified Party on demand; provided that in the case of any such amount becoming payable to any Buyer Indemnified Party and subject to Section 5.5(g), to the extent the Escrow Funds, or any portion thereof, remains available in escrow, the Escrow Agent will make delivery of cash from the Escrow Funds to the Buyer Indemnified Party in satisfaction thereof. (h) If the Indemnifying Party objects in writing to any claim or claims by an Indemnified Party made in any Claim Notice within the 30-day period set forth in Section 5.4(g), the parties shall attempt in good faith for 45 days after the Indemnified Party’s receipt of such written objection to resolve such objection. If the parties shall so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties hereto. To the extent the Escrow Funds, or any portion thereof, remains available to satisfy the indemnification obligations of Seller hereunder and subject to Section 5.5(g), the Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute cash from the Escrow Funds in accordance with the terms of such memorandum. (i) If no such agreement can be reached during the 45-day period for good faith negotiation set forth in Section 5.4(h), but in any event upon the expiration of such 45-day period, either party may bring suit in the courts of the State of Delaware as provided in Section 8.9 to resolve the matter. The decision of the trial court as to the validity and amount of any claim in such Claim Notice shall be non-appealable, binding and conclusive upon the parties hereto, and the Escrow Agent shall be entitled to act or omission is reasonably necessary in accordance with such decision and the Escrow Agent shall, subject to protect its own interestSection 5.5(g), distribute cash from the Escrow Fund in accordance therewith. Judgment upon any award rendered by the trial court may be entered in any court having jurisdiction.

Indemnification Procedure. The obligations If any party hereto discovers or otherwise becomes aware of an indemnification claim arising under Section 4.1 or 4.2 of this Agreement, such indemnified party shall give written notice to the indemnifying party, specifying such claim, and liabilities of Company may thereafter exercise any remedies available to such party under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)Agreement; provided, however, that the failure of an indemnified party to provide such give notice as provided herein shall not release Company from relieve the indemnifying party of any of its obligations under this Article 7 except obligation hereunder to the extent Company the indemnifying party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder of written notice of the commencement of any third party action or proceeding against such failure and shall not relieve Company from any other obligation or liability that it indemnified party with respect to which a claim for indemnification may have be made pursuant to any Indemnified Party otherwise than under this Article 7. Upon IV, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the Indemnified Party within five days latter of the receipt commencement of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choicethird party action; provided, however, thatthat the failure of an indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligation hereunder to the extent the indemnifying party is not materially prejudiced thereby. In case any such third party action is brought against an indemnified party, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party indemnifying party shall be entitled to retain participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after such notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or his other expenses subsequently incurred by the latter in connection with the defense thereof unless the indemnifying party has failed to assume the defense of such third party claim and to employ counsel reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the defense of a third party claim shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction for all parties indemnified by such indemnifying party with respect to such third party claim or with respect to third party claims separate but similar or related in the same jurisdiction arising out of the same general allegations. Notwithstanding any of the foregoing to the contrary, the indemnified party will be entitled to select its own counsel in each jurisdiction for which and assume the Indemnified Party defense of any third party action brought against it if the indemnifying party fails to select counsel reasonably determines counsel is requiredsatisfactory to the indemnified party, at the reasonable expense expenses of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required be paid by the Indemnified Partyindemnifying party. No such Third Party Claim may be settled by Company on behalf indemnifying party shall consent to entry of the Indemnified Party any judgment or enter into any settlement with respect to a third party claim without the prior written consent of the Indemnified Party (indemnified party, which consent shall not be unreasonably withheld); provided, however, in or unless such judgment or settlement includes as an unconditional term thereof the event that giving by the Indemnified Party does not third party claimant or plaintiff to such indemnified party of a release from all liability with respect to such third party claim. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any third party action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless which has been assumed by an indemnifying party, without the Indemnified Party determines that consent of such act indemnifying party, which consent shall not be unreasonably withheld, delayed or omission is reasonably necessary to protect its own interestcontinued.

Indemnification Procedure. The obligations and liabilities If a party entitled to indemnification hereunder (“Indemnified Party”) is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of Company indemnification under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 XIII (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include whether or not the amount of the Lossclaim is then quantifiable), such Indemnified Party shall promptly give written notice thereof to the other party (“Indemnitor”), and the Indemnified Party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if knownany, and method of computation thereofthat the Indemnitor’s rights shall have been prejudiced or the Indemnitor’s liability shall have been materially increased thereby. In case any such action, and containing a reference suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); Indemnified Party, provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain participate in any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party’s counsel, representation by the Indemnitor’s counsel may present a conflict of interest or his own counsel in each jurisdiction for which there may be defenses available to the Indemnified Party reasonably determines counsel is required, at which are different from or in addition to those available to the reasonable expense of CompanyIndemnitor. In no event shall Indemnitor be liable for the event Company exercises fees and expenses of more than one counsel, separate from its own counsel, for all Indemnified Parties in connection with any one action or separate but similar or related actions in the right same jurisdiction arising out of the same allegations or circumstances. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to undertake the Indemnitor’s liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance reasonably satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any such defense against any such Third Party Claim claim, action, suit or proceeding as provided abovein this Section 13.3, the Indemnified Party shall cooperate with Company in such defense and make available be permitted to Company, at Company’s expense, all witnesses, pertinent records, materials and information join in the Indemnified Party’s possession defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlyproceeding, in the event the Indemnified Party ismay defend against such claim, directly action, suit or indirectlyproceeding in such manner as it may deem appropriate, conducting the defense against any such Third Party Claim, Company shall cooperate with the provided that an Indemnified Party in such defense and make available shall not settle any claim, action, suit or proceeding which would give rise to the Indemnified Party, at CompanyIndemnitor’s expense, all such witnesses, records, materials and information in Company’s possession or liability under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party its indemnity without the prior written consent of the Indemnified Party (Indemnitor, which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. The obligations and liabilities of Company (a) Promptly after receipt by an indemnified party under this Article 7 with respect to Losses arising from claims Section 7.3 of notice of the threat or commencement of any third action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which are subject it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.3 or to the indemnification provided for in this Article 7 extent it is not prejudiced as a result of such failure. (“Third Party Claims”b) shall be governed by In case any such action is brought against any indemnified party and contingent upon the following additional terms and conditions: if such indemnified party seeks or intends to seek indemnity from an Indemnified Party shall receive notice of any Third Party Claimindemnifying party, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossindemnifying party will be entitled to participate in, if knownand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such right of indemnification is claimed or arises)indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the failure positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to provide such notice shall not release Company it or other indemnified parties that are different from any of its obligations under this Article 7 except or additional to those available to the extent Company is materially prejudiced by such failure and indemnifying party, the indemnified party or parties shall not relieve Company from any other obligation or liability that it may have the right to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled select separate counsel to assume such legal defenses and control to otherwise participate in the defense of such Third Party Claim at its expense and through counsel action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its choice; providedelection so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless: (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent indemnifying party shall not be unreasonably withheld); providedliable for the expenses of more than one separate counsel, howeverapproved by such indemnifying party representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the event that reasonable fees and expenses of counsel shall be at the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takeexpense of the indemnifying party. Notwithstanding the provisions of this Section 7.3, or refrain from taking, any action, Company’s liability for indemnification the Purchaser shall not exceed be liable for any indemnification obligation under this Agreement in excess of the amount of such proposed settlement. The Indemnified Party will refrain gross proceeds received by the Purchaser from any act or omission that is inconsistent with the position taken by Company in sale of the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestShares.

Indemnification Procedure. The obligations and liabilities of Company under this Article 7 with respect to Losses arising from claims (a) Promptly after the incurrence of any third Damages by the party which are subject to seeking indemnification hereunder (the indemnification provided for in this Article 7 (“Third Party ClaimsIndemnified Party”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim), the Indemnified Party shall give Company notice of such Third Party Claim promptly after deliver to the receipt by party from which indemnification is sought (the Indemnified Party of such “Indemnifying Party”) a notice (the “Claim Notice”), which notice Claim Notice shall include be delivered within the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)relevant Survival Period; provided, however, that the failure to provide such notice shall not release Company the Indemnifying Party from any of its obligations under this Article 7 IX except to the extent Company that the Indemnifying Party is materially prejudiced by such failure failure, and shall not relieve Company from any other obligation or liability shall: (i) state that it may have to any the Indemnified Party otherwise than under has paid or properly accrued Damages for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail each individual item of Damages included in the amount so stated to the extent known, to whom such item was paid or is anticipated to be paid to the extent known, the date such item was paid or properly accrued and the nature of the breach of representation, warranty, covenant or agreement and the computation of the amount, if reasonably capable of computation, to which such Indemnified Party claims to be entitled hereunder. (b) Claims for Damages specified in any Claim Notice with respect to which the parties agree in writing to be due, or which are determined by final, non-appealable order of a court of competent jurisdiction to be due, are hereinafter referred to, collectively, as “Agreed Claims.” Within ten (10) Business Days of the determination of the amount of any Agreed Claim, subject to the limitations of this Article 7. Upon written notice IX, the Indemnifying Party shall pay to the Indemnified Party within five an amount equal to the Agreed Claim by Wire Transfer to the bank account or accounts designated in writing by the Indemnified Party not less than one (1) Business Day prior to such payment. (c) Promptly after the assertion by any third party of any claim against any Indemnified Party that may result in the incurrence by such Indemnified Party of Damages for which such Indemnified Party would be entitled to indemnification pursuant to this Agreement, such Indemnified Party shall deliver to the Indemnifying Party a Claim Notice; provided, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except to the extent that the Indemnifying Party is materially prejudiced by such failure, and the Indemnifying Party shall have thirty (30) days after receipt of the receipt of such noticeClaim Notice to elect, Company shall be entitled at its option, to assume and control the defense of such Third Party Claim of, at its own expense and through by its own counsel of its choice; provided, however, that, if there exists or is (who shall be reasonably likely acceptable to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party Party), such claim, and Company, then the Indemnified Indemnifying Party shall be entitled to retain its or his own counsel in each jurisdiction for which assert any and all defenses available to the Indemnified Party reasonably determines counsel is requiredto the fullest extent permitted by Applicable Law. If the Indemnifying Party shall, at in accordance with the reasonable expense of Company. In the event Company exercises the right previous sentence, undertake to undertake compromise or defend any such claim, it shall reasonably promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees in such case to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against against, any such Third claim. Notwithstanding an election by the Indemnifying Party Claim as provided aboveto assume the defense of such action or proceeding, the Indemnified Party shall cooperate with Company in have the right to employ separate counsel and to participate in, but not control, the defense of such defense action or proceeding. The Indemnifying Party shall bear the reasonable fees, costs and make available to Companyexpenses of one (1) firm of such separate counsel (such single firm representing all Indemnified Parties), at Company’s expenseif, all witnessesbut only if, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event (i) the Indemnified Party is, directly shall have been advised by counsel that an actual or indirectly, conducting potential conflict of interest makes representation by the defense against any such Third same counsel or the counsel selected by the Indemnifying Party Claim, Company inappropriate or (ii) the Indemnifying Party shall cooperate with have authorized in writing the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any such claim subject to this Section 9.4(c), including keeping such Persons informed of all material developments relating to any such claims, and providing copies of all relevant material correspondence and documentation relating thereto and also including, as required, the furnishing of personnel and witnesses and the execution of documents in each case as necessary for any defense of such third-party claim and make available at no cost to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf other party (subject to reasonable out-of-pocket expenses of the Indemnified Party incurred in connection with such defense being considered part of Damages hereunder). If the Indemnifying Party receiving such Claim Notice does not elect within thirty (30) days to defend such third-party claim, the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to defend such claim; provided, that the Indemnifying Party shall not be liable for the fees and expenses of more than one (1) firm of counsel for all Indemnified Parties. No Indemnifying Party shall be liable to indemnify any Indemnified Party for any settlement of any such action or claim effected without the consent of the Indemnifying Party, but if settled with the written consent of the Indemnifying Party, or if there be a final judgment for the plaintiff in any such action, the Indemnifying Party shall indemnify and hold harmless each Indemnified Party from and against any Damages by reason of such settlement or judgment, subject to the limitations set forth in this Article IX. If the Indemnifying Party shall assume the defense of any claim in accordance with the provisions of this Section 9.4(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such claim, but only if the settlement does not release the Indemnified Party from all Liabilities and obligations with respect to such claim, or the settlement is in excess of the remaining portion of the Purchase Price set forth in Section 9.2 or Section 9.3, as applicable, or if the settlement imposes injunctive or other non-monetary equitable relief against the Indemnified Party. The Indemnified Party and the Indemnifying Party each agrees to cooperate fully in all matters covered by this Section 9.4(c), including, as required, the furnishing of books and records, personnel and witnesses and the execution of documents, in each case as necessary for any defense of such third-party claim and at no cost to the other party (provided that any reasonable out-of-pocket expenses of the Indemnified Party incurred in connection with the foregoing shall be considered part of Damages hereunder). (d) Anything to the contrary in this Section 9.4 notwithstanding, if a third-party claim that primarily relates to Taxes or Excluded Taxes includes or could reasonably be expected to include both a claim for Taxes that are Excluded Taxes and a claim for Taxes that are not Excluded Taxes, and such claim for Taxes that are Excluded Taxes is not separable from such a claim for Taxes that are not Excluded Taxes, Seller (if the claim for Taxes that are Excluded Taxes exceeds or reasonably could be expected to exceed in amount the claim for Taxes that are not Excluded Taxes) or otherwise Buyer (Seller or Buyer, as the case may be, the “Controlling Party”), shall be entitled to control the defense of such third-party claim (such third-party claim, a “Tax Claim”). In such case, the other party (Seller or Buyer, as the case may be, the “Non-Controlling Party”) shall be entitled to participate fully (at the Non-Controlling Party’s sole expense) in the conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the consent of such Non-Controlling Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in costs and expenses of conducting the defense of a Third Party such Tax Claim unless shall be reasonably apportioned based on the Indemnified Party determines relative amounts of the Tax Claim that such act are Excluded Taxes and the Tax Claim that are not Excluded Taxes. Notwithstanding the foregoing, Seller shall be entitled to control in all respects, and neither Buyer nor any of its Affiliates shall be entitled to participate in, the defense of any third-party claim that relates to any income, franchise, gross receipts or omission is reasonably necessary to protect similar Taxes of Seller or any of its own interestAffiliates.

Indemnification Procedure. The obligations (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the party from whom indemnification is sought in accordance with the terms and liabilities conditions of this Agreement; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Indemnified Party from any indemnification that it may claim in accordance with this ARTICLE V unless and to the extent the Indemnifying Party is materially prejudiced by such failure. (b) Promptly after any Company Related Party or Purchaser Related Party (in such context, the “Indemnified Party”) has received notice of any indemnifiable claim hereunder from, or the commencement of any action, suit or proceeding by, a person unaffiliated with either party or its respective Affiliates, which claim the Indemnified Party believes in good faith is an indemnifiable claim under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 Agreement (each, a “Third Party ClaimsClaim”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim), the Indemnified Party shall give Company the indemnitor hereunder (in such context, the “Indemnifying Party”) written notice of such Third Party Claim promptly identifying the nature and the basis of such Third Party Claim to the extent then known, but failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. The Indemnifying Party shall have the right to assume and control the defense of, and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith and irrevocably agrees to provide indemnification hereunder; provided, that notwithstanding anything to the contrary in this Section 6.4, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and to the extent the Indemnifying Party has assumed the defense, shall transfer control of such defense to the Indemnified Party) if (i) such Third Party Claim seeks equitable relief or such Third Party Claim involves a criminal action, (ii) the Indemnifying Party shall not have assumed the defense of such Third Party Claim within ten (10) Business Days after receipt of notice of such claim for indemnity or (iii) such Third Party Claim exceeds the receipt applicable Cap Amount. If the Indemnifying Party undertakes to assume and control the defense or settle such Third Party Claim, it shall promptly, and in no event later than ten (10) Business Days after notice of such claim, notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate in good faith with the Indemnifying Party and its counsel in all reasonable respects in the defense thereof or the settlement thereof. Subject to the requirements of applicable Law, any material agreement pursuant to which the Indemnified Party or the Indemnifying Party is bound and the applicability of attorney-client privilege, such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. The Indemnifying Party shall bear all reasonable and documented out-of-pocket costs of the Indemnified Party associated with such cooperation by the Indemnified Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense in good faith, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)asserted liability; provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled (i) at its own expense, to assume and control participate in the defense of such asserted liability and any negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days after the Indemnified Party provides written notice of a Third Party Claim at its expense and through counsel of its choice; providedClaim, however, that, if there exists failed to (x) assume the defense or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment settlement of such counsel for Third Party Claim, and (y) notify the same counsel to represent Indemnified Party of such assumption, or (B) the defendants in any such action include both the Indemnified Party and Company, then the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be entitled one or more reasonable defenses available to retain its the Indemnified Party that are different from or his own counsel in each jurisdiction for which addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably determines counsel is requiredmay be deemed to conflict with the interests of the Indemnifying Party, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided abovethen, in each case, the Indemnified Party shall cooperate with Company in have the right to select one (1) separate counsel and, upon prompt notice to the Indemnifying Party, to assume such settlement or legal defense and make available otherwise to Company, at Company’s expense, all witnesses, pertinent records, materials and information participate in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlydefense of such action, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party in such defense and make available as incurred. Notwithstanding any provision of this Agreement to the Indemnified Partycontrary, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Indemnifying Party Claim may be settled by Company on behalf of the Indemnified Party shall not settle any indemnifiable claim hereunder without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, howeverunless the settlement thereof imposes no liability or obligation on, in the event that and includes a complete release from liability of, and does not contain any admission of wrongdoing by, the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestParty.

Indemnification Procedure. The obligations and liabilities of Company (a) Except as otherwise provided in any Ancillary Agreement, a Person that is entitled to be indemnified under this Article 7 Agreement or any Ancillary Agreement (the “Indemnified Party”) shall promptly notify the party or parties liable for such indemnification (the “Indemnifying Party”) in writing (such written notice, an “Indemnification Certificate”) of any pending or threatened claim, demand or circumstance for which the Indemnified Party has determined to seek indemnification under this Agreement or any Ancillary Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to Losses arising from claims of any third party which are the subject to the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice matter of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossclaim, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed demand or arises)circumstance; provided, however, that the failure to provide such notice Indemnification Certificate shall not release Company the Indemnifying Party from any of its obligations under this Article 7 IX except to the extent Company the Indemnifying Party is materially actually and prejudiced by such failure failure. Notwithstanding the foregoing, no Indemnification Certificate or other notices for claims in respect of a breach of a representation, warranty, covenant or agreement shall be delivered (and no such claim should be made or brought) after the expiration of any applicable survival period specified in Section 9.3(a) for such representation, warranty, covenant or agreement. (b) Upon receipt of an Indemnification Certificate for indemnity from an Indemnified Party pursuant to Section 9.2(a), with respect to any Third Party Claim, the Indemnifying Party may assume the defense of such claim and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to allow the Indemnified Party within five days of the receipt of such notice, Company shall be entitled a reasonable opportunity to assume and control participate in the defense of such Third Party Claim at with its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely own counsel. If the Indemnifying Party elects to exist a conflict of interest that would make it inappropriate in assume the reasonable judgment defense of such counsel for claim, the same counsel Indemnifying Party shall deliver written notice of such election to represent both the Indemnified Party and Company(an “Assumption Notice”), then which notice may contain an acknowledgement of liability (an “Acknowledgement”) to indemnify the Indemnified Party with respect to Losses relating to such Third Party Claim, subject to the limitations on such liability set forth in this Article IX. The Party that shall be entitled to retain its or his own counsel in each jurisdiction for which control the Indemnified Party reasonably determines counsel is required, at the reasonable expense defense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above(the “Controlling Party”) shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party other party and shall cooperate with Company in such defense and make available to Company, at Company’s expense, take all witnesses, pertinent records, materials and information steps reasonably necessary in the Indemnified Party’s possession defense or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any settlement of such Third Party Claim. Each of Seller or Buyer, Company as the case may be, shall, and shall cause each of its Affiliates and Representatives to, cooperate fully with the Indemnified Controlling Party in such the defense and make available of any Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim involving solely money damages without the consent of any Indemnified Party, at Company’s expenseprovided that the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement (subject to Sections 9.3 and 9.5, all such witnessesif applicable), records(ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to, materials and information in Company’s possession bind or under Company’s control relating thereto as is reasonably required by materially adversely affect any Indemnified Party or the conduct of any Indemnified Party. No ’s business and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim may be settled by Company on behalf of the Claim. In no event shall an Indemnified Party consent to a settlement or compromise of, or the entry of any judgment arising from, any Third Party Claim without the prior written consent of the Indemnified Indemnifying Party (which consent shall will not be unreasonably withheld, conditioned or delayed) if the Indemnifying Party is the Controlling Party and has complied with its obligations pursuant to this Section 9.2(b). (c) Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume control of the defense of any Third Party Claim (i) to the extent that the object of such Third Party Claim is to obtain an injunction, restraining order, declaratory relief or other non-monetary relief (including criminal penalties) against the Indemnified Party, (ii) if the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Party) that there are one or more legal or equitable defenses available to them that are different from or additional to those available to Indemnifying Party, or any other conflict, or (iii) if such action or proceeding involves, or could reasonably be expected to involve, Liability that would constitute a Material Adverse Effect with respect to the business of the Indemnified Party; provided, howeverfurther, in that to exercise such rights the event that Indemnifying Party must give notice to the Indemnified Person within 30 days after receipt of any Indemnification Certificate whether it is assuming control of and appointing lead counsel for such defense. If the Indemnifying Party does not give such notice within such 30-day period, or does not diligently defend the claim therefore, then the Indemnified Party does not consent shall have the right to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount assume control of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense thereof at the cost and expense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary Indemnifying Party, with periodic reimbursement of expenses, subject to protect its own interestthe limitations of Liability and other limits set forth in this Article IX.

Indemnification Procedure. The obligations and liabilities of Company (a) In the event that indemnification may be sought under this Article 7 VIII (an “Indemnification Claim”) in connection with respect any action, suit or proceeding that may be instituted or asserted by any Person not a party to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 Agreement (a “Third Party ClaimsAction”), the party seeking indemnification hereunder (the “Indemnified Party”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive promptly cause written notice of any Third Party Claim, the Indemnified Party shall give Company notice assertion of such Third Indemnification Claim to be delivered to the Party Claim promptly after from whom indemnification hereunder is sought (the receipt by “Indemnifying Party”) prior to the Indemnified Party of such notice (which notice shall include the amount expiration of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement applicable survival period set forth in respect of which such right of indemnification is claimed or arises)Section 8.1; provided, however, that no delay on the failure to provide part of the Indemnified Party in giving any such notice shall not release Company from relieve the Indemnifying Party of any of its obligations under this Article 7 except indemnification obligation hereunder unless (and then solely to the extent Company that) the Indemnifying Party is materially prejudiced by such failure and delay. The Indemnifying Party shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such noticeright, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense sole option and through expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim and, if the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, it shall within thirty (30) days (or sooner, if the nature of the Indemnification Claim so requires) (the “Dispute Period”) notify the Indemnified Party in writing (the “Defense Assumption Notice”) of its intent to indemnify and hold harmless the Indemnified Party from and against the entirety of any and all Losses, subject to the other provisions of this Article VIII, that the Indemnified Party may suffer resulting from arising out of, or relating to, in the nature or, or caused by the Third Party Action; provided, however, thatthat if within a reasonable time period (not to exceed ninety (90) days) following the date the Indemnifying Party delivers the Defense Assumption Notice to the Indemnified Party, if there exists the Indemnifying Party discovers or identifies new facts or circumstances which lead such Indemnifying Party to reasonably believe that such claim is reasonably likely to exist not a conflict of interest claim that results or would make it inappropriate result in the reasonable judgment incurrence by such Indemnified Party of any Loss for which such counsel for the same counsel Indemnified Party would be entitled to represent both indemnification from such Indemnifying Party pursuant to this Article VIII, such Indemnifying Party may promptly (but in any event within such ninety (90) day period) notify the Indemnified Party in writing of such facts or circumstances and Companystate that such Indemnifying Party is retracting the Defense Assumption Notice and, then thereafter, the Defense Assumption Notice shall be of no further force and effect and the Indemnifying Party shall no longer be entitled to assume the defense of such claim nor shall it be required to indemnify or hold harmless the Indemnified Party against such Losses, provided that the delivery of such written notification would not materially prejudice the Indemnified Party’s ability to conduct a good faith defense. If the Indemnifying Party within the Dispute Period elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim (and, such defense shall not prevent such Indemnified Party from being able to seek to obtain indemnification from the Indemnifying Party pursuant to the terms of this Article VIII). If the Indemnifying Party assumes the defense of any Indemnification Claim, the Indemnified Party may participate, at its own expense, in the defense of such Indemnification Claim; provided, however, that such Indemnified Party shall be entitled to retain its or his own counsel participate in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third with separate counsel at the expense of the Indemnifying Party Claim as provided above, if (x) so requested by the Indemnified Indemnifying Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information participate or (y) in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available reasonable opinion of counsel to the Indemnified Party, at Company’s expensea conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, however, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any single Indemnification Claim. The Parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such witnessesIndemnification Claim. Notwithstanding anything in this Section 8.5 to the contrary, recordsneither the Indemnifying Party nor the Indemnified Party shall, materials without the written consent of the other Party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant and information such Party provide to such other Party an unqualified release from all liability in Company’s possession or under Company’s control relating thereto as respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is reasonably required made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party. No ’s willingness to accept the settlement offer and, subject to the applicable limitations of Section 8.4, pay the amount called for by such Third offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Indemnification Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnification Claim may that the Indemnifying Party has an obligation to pay hereunder shall be settled by Company on behalf limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party without relating to such Indemnification Claim through the prior written consent date of its rejection of the settlement offer; or (ii) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. (which consent shall not be unreasonably withheld); provided, however, in b) In the event that an Indemnified Party determines to assert any claim against an Indemnifying Party hereunder which does not involve an action, suit, proceeding or claim by a third party not party to this Agreement, such Indemnified Party shall assert such Indemnification Claim by sending written notice to the Indemnifying Party describing in reasonable detail the nature of such claim and the Indemnified Party’s estimate of the amount of Losses attributable to such claim. (c) After any final and non-appealable decision, judgment or award shall have been rendered by a court of competent jurisdiction, or a settlement or arbitration shall have been consummated, or the Indemnified Party does not consent and the Indemnifying Party shall have arrived at a mutually binding agreement (any such event a “Final Determination”) with respect to any Indemnification Claim hereunder, then the Indemnifying Party shall pay any amount so determined to such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestParty.

Indemnification Procedure. The obligations and liabilities of Company under this Article 7 with respect to Losses arising from claims (a) Each Party shall promptly notify the other Party in writing of any third party Claim or Losses for which are subject it is entitled to indemnification pursuant to Section 13.2 or 13.3, as applicable. Concurrent with the indemnification provided for in provision of notice pursuant to this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claimsection, the Indemnified Party shall provide to the other Party copies of any complaint, summons, praecipe, subpoena or other court filings or correspondence related to such Claim and will give Company such other information with respect thereto as the other Party shall reasonably request. The Indemnifying Party and Indemnified Party shall meet to discuss how to respond to such Claim. Failure to provide prompt notice shall not relieve any Party of the duty to defend or indemnify except to the extent such Third failure materially prejudices the defense of any matter. Each Party Claim promptly after agrees that it will take reasonable steps to minimize the receipt by burdens of the litigation on witnesses and on the ongoing business of the Indemnified Parties, including making reasonable accommodations to witnesses’ schedules when possible and seeking appropriate protective orders limiting the duration and/or location of depositions. (b) Should either Party dispute that any Claim or portion of such notice a Claim (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect “Disputed Claim”) of which it receives notice pursuant to Section 13.4(a), is an indemnifiable Claim, it shall so notify the other Party providing written notice in sufficient time to permit such right of indemnification is claimed or arises)other Party to retain counsel and timely appear, answer and/or move in any such action. In such event, such other Party shall defend against such Claim; provided, however, that the failure to provide such notice other Party shall not release Company from settle any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability Claim that it may have to any Indemnified contends is an indemnified Claim without providing the Indemnifying Party otherwise than under this Article 7. Upon written ten (10) Business Days’ notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it an opportunity to take, or refrain from taking, any action, Company’s liability for assume the defense and indemnification shall not exceed the amount of such proposed settlementClaim pursuant to this Agreement. The Indemnified If it is determined that a Disputed Claim is subject to indemnification, the Indemnifying Party will refrain from any act or omission that is inconsistent with reimburse the position taken by Company in the defense costs and expenses, including reasonable attorneys’ fees, of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestParty.

Indemnification Procedure. The obligations and liabilities Within 10 days after receipt by an ------------------------- indemnified party hereunder of Company under this Article 7 with respect to Losses arising from claims written notice of the commencement of any third action or proceeding involving a claim referred to in Section 9(a) or Section 9(b), such indemnified party which are subject will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon latter of the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice commencement of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)action; provided, however, that the failure of any indemnified party to provide such -------- ------- give notice as provided herein shall not release Company from any relieve the indemnifying party of its obligations under this Article 7 Section 9(a) or Section 9(b) except to the extent Company that the indemnifying party is materially actually prejudiced by such failure to give notice. In case any such action or proceeding is brought against an indemnified party, the indemnifying party will be entitled to participate in and shall not relieve Company from to assume the defense thereof, jointly with any other obligation or liability indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal fees and expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 9(a), more than one counsel (in addition to any Indemnified Party otherwise local counsel) for all indemnified parties selected by (x) Parent, if Parent is defending against such claim, or (y) the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, if Parent is not defending against such claim, or (ii) in the case of a claim referred to in Section 9(b), more than under this Article 7one counsel (in addition to any local counsel) for Parent, in each case in connection with any one action or separate but similar or related actions or proceedings. Upon written notice An indemnifying party who is not entitled to (pursuant to the Indemnified Party within five days of the receipt of such noticeimmediately preceding sentence), Company shall be entitled to or elects not to, assume and control the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Third Party Claim at its expense and through counsel of its choice; providedindemnifying party with respect to such claim, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate unless in the reasonable judgment of any indemnified party an actual or potential conflict of interest may exist between such counsel for indemnified party and any other of such indemnified parties with respect to such claim, in which event the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party indemnifying party shall be entitled obligated to retain its pay the fees and expenses of such additional counsel or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim counsels as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf reasonable in light of the Indemnified Party such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the Indemnified Party entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit, investigation or proceeding and such settlement, compromise or consent involves only the payment of money and such money is actually paid by the indemnifying party. Whether or not the defense of any claim or action is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall will not be unreasonably delayed or withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. The obligations and liabilities of Company (a) In the event that any Person entitled to indemnification under this Article 7 Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any Proceeding by any Person who is not a Party or an Affiliate of a Party (a “Third Party Claim”) against such Indemnified Party, with respect to Losses arising from claims of any third party which are subject a Party is or may be required to the provide indemnification provided for in under this Article 7 Agreement (an “Third Party ClaimsIndemnifying Party”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim), the Indemnified Party shall give Company written notice regarding such Third Party Claim to the Indemnifying Party within thirty (30) days after learning of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)Claim; provided, however, that the failure to provide such notice so notify an Indemnifying Party shall not release Company from any relieve the Indemnifying Party of its obligations under this Article 7 hereunder except to the extent Company is materially prejudiced by such failure (and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice only to the Indemnified extent) that the Indemnifying Party within five days of the receipt forfeits rights or defenses by reason of such notice, Company failure. The Indemnifying Party shall be entitled to assume and control participate in the defense of such Third Party Claim at such Indemnifying Party’s expense, and at its expense and through option shall be entitled to assume the defense thereof (subject to the limitations set forth below) by appointing a reputable counsel of its choice; provided, however, that, if there exists or is reasonably likely acceptable to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party to be the lead counsel in connection with such defense, provided that the Indemnifying Party first enters into a written agreement that the Indemnifying Party is unconditionally obligated to pay and Companysatisfy any Adverse Consequences which may arise with respect to such Third Party Claim and provides evidence of its ability to satisfy such obligation, then in each case, in form and substance reasonably satisfactory to the Indemnified Party. (b) If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnified Party shall be entitled to retain participate in the defense of such claim and to employ counsel of its or his own choice for such purpose, and the fees and expenses of such separate counsel in each jurisdiction for which shall be borne by the Indemnified Party other than (i) any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party assumes control of such defense and (ii) any fees and expenses of such separate counsel if the Indemnified Party reasonably determines counsel is requiredshall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnified Party that are not available to the Indemnifying Party or that the Indemnified Party and the Indemnifying Party may have different, at the reasonable expense of Company. In the event Company exercises the right conflicting, or adverse legal positions or interests with respect to undertake any such defense against any such Third Party Claim. (c) Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be entitled to control the defense of a Third Party Claim as provided above, (and the Indemnified Party shall cooperate be entitled to maintain or assume control of the defense of such Third Party Claim) if (i) the Third Party Claim relates to or involves any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (ii) the Indemnified Party reasonably believes an adverse determination with Company in such defense and make available respect to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Third Party Claim would be detrimental to or injure the Indemnified Party’s possession reputation or under future business prospects; (iii) the Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event ; (iv) the Indemnified Party is, directly reasonably believes that the Adverse Consequences relating to the claim could exceed the maximum amount that such Indemnified Party would then be entitled to recover under this Article 5; or indirectly, conducting (v) the Third Party Claim involves Taxes. (d) If the Indemnifying Party shall control the defense against of any such Third Party Claim, Company the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without obtain the prior written consent of the Indemnified Party before entering into any settlement of, consenting to the entry of any judgment with respect to or ceasing to defend such Third Party Claim if (which i) pursuant to or as a result of such settlement, consent shall or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party, or a finding or admission of any violation of Law would be made by any Indemnified Party, or such settlement, consent or cessation could otherwise reasonably be expected to interfere with or adversely affect the business, operations or assets of the Indemnified Party; or (ii) such settlement or judgment does not be unreasonably withheld); provided, however, in the event that expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim. (e) Any claim by an Indemnified Party for indemnification not involving a Third Party Claim may be asserted by giving the Indemnifying Party written notice thereof. If the Indemnifying Party does not consent notify the Indemnified Party within thirty (30) days following its receipt of such notice that the Indemnifying Party disputes its liability to any the Indemnified Party, such settlement that would provide it with a full release from indemnified Losses claim specified by the Indemnified Party in such notice shall be conclusively deemed an obligation of the Indemnifying Party hereunder, and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the Indemnifying Party will pay the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless Adverse Consequences to the Indemnified Party determines that such act or omission is reasonably necessary to protect its own intereston demand.

Indemnification Procedure. (i) The obligations and liabilities of Company Person seeking indemnification under this Article 7 with respect to Losses arising from claims of any third party which are subject to Section 7.3 (the indemnification provided for in this Article 7 (“Third Party ClaimsIndemnified Party”) shall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (in the case of indemnification under Section 7.3(a), such notice shall be governed by and contingent upon given to the following additional terms and conditions: if an Indemnified Party shall receive notice Shareholders’ Agent) of any Third third-party claim which may give rise to any indemnity obligation under this Section 7.3, and the Indemnifying Party Claimwill have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying the Indemnified Party within 10 days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall give Company notice be reasonably satisfactory to the Indemnified Party. Failure of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which to give prompt notice shall include not affect the amount of the Loss, if known, and method of computation thereof, and containing a reference Indemnifying Party’s indemnification obligations hereunder except to the provisions of this Agreement extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in respect of which any such right of indemnification is claimed or arises)defense assumed by the Indemnifying Party, it may do so at its sole cost and expense; provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall will be entitled to assume and control participate in any such defense with separate counsel at the defense expense of such Third the Indemnifying Party Claim at its expense and through counsel of its choice; providedif, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession , a conflict or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlypotential conflict exists, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make there are separate or additional defenses available to the Indemnified Party, at Company’s expensethat would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all such witnesses, records, materials reasonable costs and information in Company’s possession or under Company’s control relating thereto as is reasonably required expenses incurred by the Indemnified PartyParty in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. No The parties hereto agree to cooperate with each other in connection with the defense of any such Third claim. The Indemnifying Party Claim may be settled by Company on behalf of the Indemnified Party will not, without the prior written consent of the Indemnified Party, settle, compromise, or consent to the entry of any judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim and any related claim. The Indemnified Party will not, without the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld, delayed or conditioned, settle, compromise, or consent to the entry of any judgment with respect to any such claim. (ii) If an indemnification claim by any Indemnified Party is not disputed by the Indemnifying Party within 20 days after the Indemnifying Party’s having received written notice thereof, or has been resolved by a Law of a Governmental Entity, by a settlement of the indemnification claim in accordance with Section 7.3(c)(i); provided, howeverby agreement of the Indemnified Party and the Indemnifying Party or by the determination of the Final Working Capital Amount as provided in Section 2.2(c) (any of the foregoing, a “Resolution”), then (A) in the case of indemnification under Section 7.3(b), Parent will pay to the Shareholder Indemnified Party promptly following such Resolution an amount equal to the Losses of such Shareholder Indemnified Party as set forth in such Resolution, which, in the case of indemnification by Parent under Section 7.3(b)(iii) and in the event that the payment of cash to the Shareholder Indemnified Parties in satisfaction thereof would reasonably be expected to adversely impact the tax treatment of the Merger to the Shareholders, shall be satisfied by the delivery to the Shareholders of Parent Common Stock valued using the Resolution Date VWAP (as defined below), or (B) in the case of indemnification under Section 7.3(a), the Shareholders will pay to the Parent Indemnified Party does not consent promptly following such Resolution an amount equal to any the Losses of such settlement that would provide it with a full release from indemnified Parent Indemnified Party as set forth in such Resolution; provided, that, notwithstanding anything to the contrary in Section 7.3(c)(iii), at the election of the Shareholders, Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed of the Parent Indemnified Parties in excess of the amount of the Representations Claims Cap (as defined below) may be satisfied by the delivery by the Shareholders to Parent of Parent Common Stock valued using the Resolution Date VWAP. (iii) In lieu of an escrow arrangement, Parent may reacquire up to an aggregate of one-third of the Exchange Shares (the “Indemnification Shares”) from the Shareholders (with such proposed settlementreacquisition to be effected on a pro rata basis among the Shareholders based on the number of Exchange Shares received by each) to satisfy any Losses of any Parent Indemnified Party that are the subject of a Resolution at any time during the 18-month period following the Closing Date (the “Holding Period”). In such event, the Indemnification Shares will be valued using the average of the VWAP of the Parent Common Stock for the 30 consecutive trading days immediately prior to the date of the Resolution (the “Resolution Date VWAP”). The Shareholders agree and consent to Parent (A) entering stop transfer instructions with its transfer agent and registrar against the transfer of the Indemnification Shares during the Holding Period and (B) instructing its transfer agent and registrar to cancel on its books and records any Indemnification Shares to be reacquired by Parent hereunder. The provisions of this Section 7.3(c)(iii) do not preclude a Parent Indemnified Party will refrain from looking directly to the Shareholders for payment of any act or omission that is inconsistent with the position taken by Company Losses as provided in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestSection 7.3(c)(ii).

Indemnification Procedure. The obligations and liabilities If any Party hereto discovers or otherwise becomes aware of Company under this Article 7 a claim with respect to Losses arising from claims which a claim for indemnification may be made pursuant to xx.xx. 4.1.1 or 4.1.2 of this Agreement (including any third party which are subject to claim) (the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an "Indemnified Party shall receive notice of any Third Party ClaimParty"), the such Indemnified Party shall give Company written notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which other Party (the "Indemnifying Party"), specifying such right of indemnification is claimed or arises)claim; provided, however, that the failure of any Indemnified Party to provide such give notice as provided herein shall not release Company from relieve the Indemnifying Party of any of its obligations under this Article 7 except hereunder to the extent Company the Indemnifying Party is materially not Materially prejudiced thereby. Further, promptly after receipt by such failure and shall not relieve Company from any other obligation or liability that it may have to any an Indemnified Party otherwise than under hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 7ss. Upon 4, such Indemnified Party shall, if a claim in respect thereof is to be made against any Indemnifying Party, give written notice to the Indemnified Party within five days latter of the receipt commencement of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choiceaction; provided, however, thatthat the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of any obligations hereunder to the extent the Indemnifying Party is not Materially prejudiced thereby. In case any such action is brought against an Indemnified Party, if there exists the Indemnifying Party shall assume the defense thereof to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after such notice from the Indemnifying Party to such Indemnified Party of its assumption of the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or is other expenses subsequently incurred by the latter in connection with the defense thereof unless the Indemnifying Party has failed to assume the defense of such claim and to employ counsel reasonably likely satisfactory to exist such Indemnified Party. An Indemnifying Party who does not assume the defense of a conflict claim shall not be liable for the fees and expenses of interest that would make it inappropriate more than one counsel in any single jurisdiction for all parties indemnified by such Indemnifying Party with respect to such claim or with respect to claims separate but similar or related in the reasonable judgment same jurisdiction arising out of such counsel for the same counsel general allegations. Notwithstanding any of the foregoing to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided abovecontrary, the Indemnified Party shall cooperate with Company in such defense will be entitled to select its own counsel and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting assume the defense of any action brought against any such Third it if the Indemnifying Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available fails to select counsel reasonably satisfactory to the Indemnified Party, at Company’s expense, all the expenses of such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required defense to be paid by the Indemnified Indemnifying Party. No such Third Indemnifying Party Claim may be settled by Company on behalf shall consent to entry of the Indemnified Party any judgment or enter into any settlement with respect to a claim without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld); provided, however, in or unless such judgment or settlement includes as an unconditional term thereof the event that giving by the claimant or plaintiff to such Indemnified Party does not of a release from all liability with respect to such claim. No Indemnified Party shall consent to entry of any judgment or enter into any settlement of any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third which has been assumed by an Indemnifying Party, without the consent of such Indemnifying Party, which consent shall not be unreasonably withheld or delayed. All costs and expenses to be paid by an Indemnifying Party Claim unless the on behalf of an Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestshall be paid on a current basis as incurred.

Indemnification Procedure. The obligations and liabilities Each person to be indemnified pursuant to this Agreement (an "Indemnified Party") agrees to give prompt notice to the indemnifying party of Company under this Article 7 with respect to Losses arising from claims the assertion of any third party which are subject claim, or the commencement of any suit, action or proceeding, brought against or sought to the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an collected from such Indemnified Party shall receive notice of any (each a "Third Party Claim"), the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which indemnity may be sought by such right of indemnification is claimed or arises)Indemnified Party under this Agreement; provided, however, provided that the failure omission so to provide promptly notify the indemnifying party with respect to a Third Party Claim brought against or sought to be collected from such notice shall Indemnified Party will not release Company relieve the indemnifying party from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability Liability that it may have to any such Indemnified Party otherwise than under this Article 7. Upon written notice Agreement except to the Indemnified Party within five days of the receipt of extent that such notice, Company shall be entitled failure has materially prejudiced such indemnifying party with respect to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Claim. If any Indemnified Party and Companyshall seek indemnity under this Agreement with respect to a Third Party Claim brought against or sought to be collected from such Indemnified Party, then the Indemnified Party indemnifying party shall be entitled to retain participate therein and, to the extent that it wishes, to assume and direct the defense and settlement thereof with counsel satisfactory to such Indemnified Party. After notice from the indemnifying party to an Indemnified Party of its election to assume and direct the defense and settlement of a Third Party Claim brought against or his own counsel sought to be collected from such Indemnified Party that such indemnifying party is entitled to assume and direct under the terms hereof, the indemnifying party shall not be liable to such Indemnified Party under this Agreement for any legal or other expenses subsequently incurred by such Indemnified Party in each jurisdiction for which connection with the defense thereof other than reasonable costs of investigation, unless the Indemnifying Party and the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right are both named parties to undertake any such defense against any such Third Party Claim as provided aboveaction, claim or demand and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them. Notwithstanding the foregoing provisions of this Section 5, the Indemnified Party indemnifying party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in not (A) without the prior written consent of an Indemnified Party’s possession , effect any settlement of any pending or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, threatened proceeding in the event the respect of which such Indemnified Party is, directly or indirectlywith reasonable foreseeability, conducting could have been a party and indemnity could have been sought hereunder by such Indemnified Party for a Third Party Claim brought against or sought to be collected from such Indemnified Party, unless such settlement includes an unconditional release, in form and substance satisfactory to the defense Indemnified Party, of such Indemnified Party from all Liability arising out of such proceeding (provided that, whether or not such a release is required to be obtained, the indemnifying party shall remain liable to such Indemnified Party in accordance with this Agreement in the event that a Third Party Claim is subsequently brought against or sought to be collected from such Indemnified Party) or (B) be liable for any settlement of any Third Party Claim brought against or sought to be collected from an Indemnified Party effected without such indemnifying party's written consent (which shall not be unreasonably withheld), but if settled with such indemnifying party's written consent, or if there is a final judgment for the plaintiff in any such Third Party Claim, Company shall cooperate with such indemnifying party agrees (to the extent stated above) to indemnify the Indemnified Party in from and against any loss, liability, claim, damage or expense by reason or such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession settlement or under Company’s control relating thereto as is reasonably judgment. The indemnification required by the Indemnified Party. No such Third Party Claim may this Agreement shall be settled made by Company on behalf payments of the Indemnified Party without amount thereof during the prior written consent course of the Indemnified Party (which consent shall not be unreasonably withheld); providedinvestigation or defense, howeveras and when bills are received or loss, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takeliability, claim, damage or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that expense is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestincurred.

Indemnification Procedure. The obligations and liabilities of Company (a) Promptly after receipt by an indemnified party under this Article 7 with respect to Losses arising from claims Section 6 of notice of the threat or commencement of any third action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 6, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which are subject it may have to any indemnified party for contribution or otherwise under the obligations to indemnify contained in this Section 6 to the indemnification provided for in this Article 7 extent it is not prejudiced as a result of such failure. (“Third Party Claims”b) shall be governed by In case any such action is brought against any indemnified party and contingent upon the following additional terms and conditions: if such indemnified party seeks or intends to seek indemnity from an Indemnified Party shall receive notice of any Third Party Claimindemnifying party, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossindemnifying party will be entitled to participate in, if knownand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof; provided, however, that if the failure to provide defendants in any such notice action include both the indemnified party and the indemnifying party and the indemnified party shall not release Company from any have reasonably concluded, based on the opinion of its obligations under this Article 7 except counsel reasonably satisfactory to the extent Company indemnifying party, that there is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to a conflict of interest between the Indemnified Party within five days positions of the receipt indemnifying party and the indemnified party in conducting the defense of any such noticeaction, Company the indemnified party or parties shall be entitled have the right to select separate counsel to assume such legal defenses and control to otherwise participate in the defense of such Third Party Claim at its expense and through counsel action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its choice; providedelection to assume the defense of such action, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless: (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence in Section 6.5(b) above (it being understood, however, that, if there exists or that the indemnifying party shall not be liable for the expenses of more than one separate counsel where counsel is reasonably likely necessary, approved by such indemnifying party (such approval not to exist be unreasonably withheld) representing all of the indemnified parties who are parties to such action), or (ii) the indemnifying party shall not have counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a conflict reasonable time after notice of interest that would make it inappropriate commencement of the action, in each of which cases the reasonable judgment fees and expenses of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Companythe indemnifying party. In the event Company exercises the right The indemnified party shall use reasonable efforts to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party indemnifying party in connection with any negotiation or defense of any such defense action or claim by the indemnifying party and make shall furnish to the indemnifying party all information reasonably available to the Indemnified Partyindemnified party which relates to such action or claim. Following indemnification as provided for hereunder, at Company’s expense, the indemnifying party shall be subrogated to all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf rights of the Indemnified Party without indemnified party with respect to all third parties, firms or corporations relating to the prior written consent of the Indemnified Party (matter for which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interesthas been made.

Indemnification Procedure. The obligations and liabilities of Company under this Article 7 with With respect to Losses arising from Third-Party claims, all claims of for indemnification by any third party which are subject to Xxxxxxxx Indemnitee or MTI Indemnitee (each, as the indemnification provided for case may be, an "Indemnified Party") hereunder shall be asserted and resolved as set forth in this Article 7 Section 10.3. In the event that any written claim or demand for which MTI or Xxxxxxxx (“each, as the case may be, an "Indemnifying Party") would be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Party, such Indemnified Party shall receive notice of any Third Party Claim, promptly notify the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Indemnifying Party of such notice claim or demand and the amount or the estimated amount thereof to the extent then feasible (which notice estimate shall include not be conclusive of the final amount of such claim or demand) (the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises"Claim Notice"); provided, however, that the failure to provide such prompt notice as provided herein shall not release Company from any relieve the Indemnifying Party of its obligations under this Article 7 except hereunder only to the extent Company is materially prejudiced by such failure and prejudices the Indemnifying Party hereunder. The Indemnifying Party shall not relieve Company have thirty (30) days from any other obligation or liability that it may have the date of receipt of the Claim Notice (the "Notice Period") to any notify the Indemnified Party otherwise than under this Article 7. Upon written notice of whether or not the Indemnifying Party disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand. If the Indemnifying Party fails to respond to the Claim Notice within five days of the receipt of Notice Period or otherwise fails to dispute such noticeliability, Company the Indemnifying Party shall be entitled obligated to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both defend the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its against such claim or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, demand at the reasonable expense of CompanyIndemnifying Party's sole cost and expense. In the event Company exercises the right to undertake any such defense against any such Third Party Claim Except as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlyhereinafter provided, in the event that the Indemnifying Party agrees, or is otherwise obligated, to defend the Indemnified Party isagainst such claim or demand, directly or indirectly, conducting the defense against any such Third Indemnifying Party Claim, Company shall cooperate with have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnified Party desires to participate in any such defense defense, it may do so at its sole cost and make available to expense. The Indemnified Party shall not settle a claim or demand without the Indemnified consent of the Indemnifying Party, at Company’s expensewhich consent shall not be unreasonably withheld, all such witnessesdelayed or conditioned. The Indemnifying Party shall not, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld); provided, howeverdelayed or conditioned, settle, compromise or offer to settle or compromise any such claim or demand (a) on a basis which would result in the event imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (b) if such settlement or compromise would result in the finding or admission of any violation of applicable law, or (c) if such settlement or compromise does not include an unconditional release of the Indemnified Party for any liability arising out of such claim or demand. If the Indemnifying Party does not defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, and the Indemnifying Party is determined by a court of competent jurisdiction to have had an obligation to indemnify the Indemnified Party pursuant to this Agreement, then the amount of any such claim or demand or, if the same be contested by the Indemnified Party, that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses pertaining to such defense and to establishing the Indemnifying Party's indemnification obligations hereunder) shall be the liability and responsibility of the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party claim (and shall be liable for the costs and expenses of counsel employed by the Indemnified Party in defending such third party claim) if the Third Party claim seeks an order, injunction or other equitable relief or relief for other than money Damages against the Indemnified Party that the Indemnified Party does reasonably Strategic Alliance Agreement - Execution Version -30- determines, after conferring with its counsel, cannot consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain be separated from any act related claim for money Damages. If such equitable or omission other relief pertaining to the non-monetary portion of the Third Party claim can be so separated from that is inconsistent with for money Damages, the position taken by Company in Indemnifying Party shall be entitled to assume the defense of a Third the portion relating to money Damages. MTI and Xxxxxxxx shall each render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any Third-Party Claim unless the Indemnified Party determines that such act claim or omission is reasonably necessary to protect its own interestproceeding.

Indemnification Procedure. The obligations and liabilities If a party entitled to indemnification hereunder (“Indemnified Party”) is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of Company indemnification under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 IX (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include whether or not the amount of the Lossclaim is then quantifiable), such Indemnified Party shall promptly give written notice thereof, describing in reasonable detail the nature of the claim, demand or circumstance, to the other party (“Indemnitor”), and the Indemnified Party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if knownany, that the Indemnitor’s rights shall have been prejudiced or the Indemnitor’s liability shall have been materially increased thereby; and method of computation thereofprovided, further, that with respect to representations and containing a reference warranties contained in or made pursuant to this Agreement notice must be given prior to the provisions end of this Agreement the nine (9) month survival period set forth in respect of which Section 9.6 below. In case any such right of indemnification action, suit or proceeding is claimed or arises); brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the Indemnified Party, provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain participate in any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party’s counsel, representation by the Indemnitor’s counsel may present a conflict of interest or his own counsel in each jurisdiction for which there may be defenses available to the Indemnified Party reasonably determines counsel is required, at which are different from or in addition to those available to the reasonable expense of CompanyIndemnitor. In no event shall Indemnitor be liable for the event Company exercises fees and expenses of more than one counsel, separate from its own counsel, for all Indemnified Parties in connection with any one action or separate but similar or related actions in the right same jurisdiction arising out of the same allegations or circumstances. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to undertake the Indemnitor’s liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance reasonably satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any such defense against any such Third Party Claim claim, action, suit or proceeding as provided abovein this Section 9.3, the Indemnified Party shall cooperate with Company in such defense and make available be permitted to Company, at Company’s expense, all witnesses, pertinent records, materials and information join in the Indemnified Party’s possession defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlyproceeding, in the event the Indemnified Party ismay defend against such claim, directly action, suit or indirectlyproceeding in such manner as it may deem appropriate, conducting the defense against any such Third Party Claim, Company shall cooperate with the provided that an Indemnified Party in such defense and make available shall not settle any claim, action, suit or proceeding which would give rise to the Indemnified Party, at CompanyIndemnitor’s expense, all such witnesses, records, materials and information in Company’s possession or liability under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party its indemnity without the prior written consent of the Indemnified Party (Indemnitor, which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. The obligations and liabilities of Company (a) If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article 7 with respect ARTICLE IX, such party (the “Indemnified Party”) shall give written notice to Losses arising from claims the other party (the “Indemnifying Party”) of the facts and circumstances giving rise to the claim. In that regard, if any Action, Liability or obligation shall be brought or asserted by any third party which are subject which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this ARTICLE IX (a “Third-Party Claim”), the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice promptly notify the Indemnifying Party of any Third such Third-Party Claim in writing, specifying the basis of such claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all necessary expenses. If the Indemnifying Party elects to assume control of the defense of a Third-Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after have the receipt right to employ counsel separate from counsel employed by the Indemnified Indemnifying Party of in any such notice (which notice shall include action and to participate in the amount of the Loss, if known, and method of computation defense thereof, but the fees and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment expenses of such counsel for the same counsel to represent both the Indemnified Party and Company, then employed by the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which at the expense of the Indemnified Party reasonably determines unless (i) the Indemnifying Party has been advised by the Indemnifying Party’s counsel is requiredthat a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, at or (ii) the reasonable expense Indemnifying Party has failed to assume the defense and employ counsel; in which case the fees and expenses of Companythe Indemnified Party’s counsel shall be paid by the Indemnifying Party. In All claims other than Third-Party Claims (a “Direct Claim”) may be asserted by the event Company exercises Indemnified Party giving notice to the right to undertake any such defense against any such Third Party Claim as provided aboveIndemnifying Party. Absent an emergency or other extenuating circumstance, the Indemnified Party shall cooperate with Company in give written notice to the Indemnifying Party of such defense and make available Direct Claim prior to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the taking any material actions to remedy such Direct Claim. (b) In no event shall the Indemnified Party is, directly pay or indirectly, conducting the defense against enter into any such Third Party Claim, Company shall cooperate settlement of any claim or consent to any judgment with the Indemnified Party in such defense and make available respect to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third any Third-Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Indemnifying Party (which consent shall not be unreasonably withheld); provided, however, in conditioned or delayed) if such settlement or judgment would require the event that Indemnifying Party to pay any amount. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnified Party does not consent to any so long as (i) such settlement or judgment involves monetary damages only and (ii) a term of the settlement or judgment is that would provide it with a full release from indemnified Losses and would not require it to take, the Person or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of Persons asserting such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Third-Party Claim unless unconditionally release all Indemnified Parties from all liability with respect to such claim; otherwise the consent of the Indemnified Party determines that such act shall be required in order to enter into any settlement of, or omission is reasonably necessary consent to protect its own interestthe entry of a judgment with respect to, any Third-Party Claim, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedure. The obligations and liabilities (a) Promptly after receipt by a Purchaser Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to as an “Indemnified Party”) of Company under this Article 7 notice by a third party (including any governmental entity) of any complaint or the commencement of any Proceeding (as defined below) with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Losses arising from claims of any third party which are subject to or Seller Losses, as the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an case may be, such Indemnified Party shall receive notify Seller or Purchaser, as the case may be (the “Indemnifying Party”), promptly following the Indemnified Party’s receipt of such complaint or of notice of any Third Party Claim, the Indemnified Party shall give Company notice commencement of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)Proceeding; provided, however, that the failure to provide such notice so notify the Indemnifying Party shall not release Company relieve the Indemnifying Party from any of its obligations liability under this Article 7 except Agreement with respect to such claim only if, and only to the extent Company is materially prejudiced by that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon the right, upon written notice delivered to the Indemnified Party within five ten (10) days of thereafter assuming full responsibility for any Purchaser Losses or Seller Losses, as the receipt of case may be, resulting from such noticeProceeding, Company shall be entitled to assume and control the defense of such Third Proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party Claim at its expense and through the payment of the fees and disbursements of such counsel. If, however, the Indemnifying Party declines or fails to assume the defense of the Proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such ten (10) day period, then such Indemnified Party may employ counsel to represent or defend it in any such Proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of its choicesuch counsel as incurred; provided, however, that, if there exists or is reasonably likely that the Indemnifying Party will not be required to exist a conflict pay the fees and disbursements of interest that would make it inappropriate in the reasonable judgment of such more than one counsel for the same counsel to represent both the all Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel Parties in each any jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Companyin any single Proceeding. In the event Company exercises the right any Proceeding with respect to undertake any such defense against any such Third Party Claim as provided abovewhich indemnification is being sought hereunder, the Indemnified Party shall cooperate with Company or the Indemnifying Party, whichever is not assuming the defense of such action, will have the right to participate in such defense matter and make available to Company, retain its own counsel at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified such Party’s possession own expense. The Indemnifying Party or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, as the case may be, will at Company’s expense, all such witnesses, records, materials and information in Company’s possession times use reasonable efforts to keep the Indemnifying Party or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim , as the case may be settled by Company on behalf be, reasonably apprised of the Indemnified Party without the prior written consent status of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless any matter the Indemnified Party determines that defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such act matter. For purposes of this Section 7, “Proceeding” means actions, suits, claims, reviews, audits, investigations and legal, administrative or omission is reasonably necessary to protect its own interestarbitration proceedings.

Indemnification Procedure. The obligations and liabilities If a party entitled to indemnification hereunder (“Indemnified Party”) is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of Company indemnification under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 XIV (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include whether or not the amount of the Lossclaim is then quantifiable), such Indemnified Party shall promptly give written notice thereof to the other party (“Indemnitor”), and the Indemnified Party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if knownany, and method of computation thereofthat the Indemnitor’s rights shall have been prejudiced or the Indemnitor’s liability shall have been materially increased thereby. In case any such action, and containing a reference suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); Indemnified Party, provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain participate in any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party’s counsel, representation by the Indemnitor’s counsel may present a conflict of interest or his own counsel in each jurisdiction for which there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor’s liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance reasonably determines counsel is requiredsatisfactory to the Indemnified Party and its counsel, at from all liability with respect to such claim, action, suit or proceeding. If the reasonable expense Indemnitor assumes the defense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim claim, action, suit or proceeding as provided abovein this Section 14.3, the Indemnified Party shall cooperate with Company in such defense and make available be permitted to Company, at Company’s expense, all witnesses, pertinent records, materials and information join in the Indemnified Party’s possession defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume that defense of any claim, action, suit or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlyproceeding, in the event the Indemnified Party ismay defend against such claim, directly action, suit or indirectlyproceeding in such manner as it may deem appropriate, conducting the defense against any such Third Party Claim, Company shall cooperate with the provided that an Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); providedsettle any claim, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.suit

Indemnification Procedure. Any Indemnified Party seeking indemnification under this Article VIII shall give the party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Article VIII, promptly following such determination, stating the amount of the Damages, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 8.3 except to the extent (and only to the extent) the Indemnifying Party is actually and materially prejudiced by such failure. The obligations and liabilities Liabilities of Company an Indemnifying Party under this Article 7 VIII with respect to Losses Damages arising from claims of any third party which are subject to the indemnification provided for in this Article 7 VIII (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company the Indemnifying Party notice of such Third Party Claim promptly after within 30 days of the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)notice; provided, however, that the failure to provide such notice shall not release Company the Indemnifying Party from any of its obligations under this Article 7 Section 8.3 except to the extent Company (and only to the extent) the Indemnifying Party is actually and materially prejudiced by such failure and shall not relieve Company from any other failure. If the Indemnifying Party acknowledges in writing its obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to indemnify the Indemnified Party within five days of hereunder against any Losses that may result from such Third Party Claim, then the receipt of such notice, Company Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choicechoice (which counsel must be reasonably acceptable to the Indemnified Party) if it gives notice of its intentions to do so to the Indemnified Party within 20 Business Days (or sooner, if the nature of the Third Party Claim so requires) of the receipt of such notice from the Indemnified Party; provided, however, thatthat if (i) the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to it that are different from or in addition to those available to the Indemnifying Party, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate and, in the reasonable judgment opinion of such the Indemnified Party, counsel for the same counsel to Indemnifying Party could not adequately represent both the interests of the Indemnified Party and Companybecause such interests could be in conflict with those of the Indemnifying Party or (ii) the Indemnifying Party shall not have assumed the defense of the Third Party Claim in a timely fashion, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is requiredcounsel, at the reasonable expense of Companythe Indemnifying Party; provided that in any case the Indemnifying Party shall not be obligated to pay the expenses of more than one separate counsel for all Indemnified Parties, taken together. In the event Company exercises the right to undertake any such Indemnifying Party is, directly or indirectly, conducting the defense against any such Third Party Claim as provided aboveClaim, the Indemnified Party shall cooperate with Company the Indemnifying Party in such defense and make available to Company, at Company’s expense, the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Companythe Indemnifying Party. Similarly, in the event even the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Companythe Indemnifying Party’s possession or under Companythe Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all Liability in respect of such Third Party Claim or (ii) settle or compromise any Third Party Claim in any manner that may adversely affect the Indemnified Party other than as a result of money damages or other monetary payments which will be paid by the Indemnifying Party without the prior written consent of the Indemnifying Party. No Third Party Claim which is being defended in good faith by the Indemnifying Party in accordance with the terms of this Agreement shall be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestIndemnifying Party.

Indemnification Procedure. The obligations and liabilities of Company under this Article 7 with respect to Losses arising from claims (a) Promptly after the incurrence of any Damages by the party seeking indemnification hereunder (the “Indemnified Party”), including any claim by a third party described in Section 9.5(d) hereof, which are subject might give rise to indemnification hereunder or the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon discovery of any facts or circumstances that the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claimreasonably believes may result in an indemnification claim hereunder, the Indemnified Party shall give Company notice of such Third Party deliver to the party from which indemnification is sought (the “Indemnifying Party”) a certificate (the “Claim promptly after the receipt by Certificate”), which Claim Certificate shall: (i) state that the Indemnified Party has paid or properly accrued Damages, or anticipates that it shall incur liability for Damages for which such Indemnified Party may be entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail each individual item of such notice (which notice shall include Damages included in the amount so stated to the extent known, the date such item was paid or properly accrued (if applicable), the basis for any anticipated liability and the nature of the Lossclaim to which each such item is related and the computation of the amount, if knownreasonably capable of computation, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)Indemnified Party claims to be entitled hereunder; provided, however, that the failure to provide deliver such notice Claim Certificate shall not release Company from any relieve the Indemnifying Party of its obligations under this Article 7 hereunder except to the extent Company is such failure shall have materially prejudiced by such failure and the Indemnifying Party. (b) In case the Indemnifying Party shall not relieve Company from any other obligation or liability that it may have object to any the indemnification of an Indemnified Party otherwise than under this Article 7. Upon written notice in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall, within 20 Business Days after receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a written notice to such effect and the Indemnifying Party and the Indemnified Party shall, within five days the 20 Business Day period beginning on the date of receipt by the Indemnified Party of such written objection, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Party shall have so objected. If the Indemnified Party and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement. If the Indemnified Party and the Indemnifying Party are unable to agree as to any particular item or items or amount or amounts, then such disagreement shall be resolved pursuant to judicial process set forth in Section 10.6. (c) Claims for Damages specified in any Claim Certificate to which an Indemnifying Party shall not object in writing within 20 Business Days of receipt of such noticeClaim Certificate, Company claims for Damages covered by a memorandum of agreement of the nature described in Section 9.5(b) and claims for Damages the validity and amount of which have been the subject of a judicial determination pursuant to Section 10.6, are hereinafter referred to, collectively, as “Agreed Claims.” Within 15 Business Days of the determination of the amount of any Agreed Claims, subject to the limitations of this Article IX, the Indemnifying Party shall be entitled pay to assume and control the defense Indemnified Party an amount equal to the Agreed Claim by cashier’s check or wire transfer to the bank account or accounts designated in writing by the Indemnified Party not less than one Business Day prior to such payment. (d) Promptly after the assertion by any third party of such Third any claim against any Indemnified Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel Indemnified Party may result in the incurrence by such Indemnified Party of Damages for which such Indemnified Party would be entitled to indemnification pursuant to this Agreement, such Indemnified Party shall deliver to the same counsel Indemnifying Party a written notice describing in reasonable detail (to represent both the extent known) such claim and such Indemnifying Party may, at its option, assume the defense of the Indemnified Party against such claim (including the employment of counsel, who shall be reasonably satisfactory to such Indemnified Party) at such Indemnifying Party’s expense. Any failure on the part of the Indemnified Party to provide prompt notice shall not limit any of the obligations of the Indemnifying Party, except to the extent such failure materially prejudices the defense of such claim. Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and Companyto participate in the defense thereof, then but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party; provided that the Indemnifying Party shall be responsible for the fees and expenses of the Indemnified Party’s counsel in any such action or claim if (i) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to the Indemnified Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party or (ii) the Indemnified Party shall have been advised in writing by counsel that the assumption of such defense by the Indemnifying Party would be inappropriate due to an actual or potential conflict of interest (provided that in the case of clause (i) and (ii) the Indemnifying Party shall not be liable for the fees and expenses of more than one firm of counsel for all Indemnified Parties, other than local counsel). In addition, the Indemnifying Party shall not be entitled to retain its or his own assume control of the defense of any claim, and shall be responsible for the fees and expenses of the Indemnified Party’s counsel in each jurisdiction for which if the Indemnified Party reasonably determines counsel is requiredshall have failed, at within 15 Business Days after having been notified by the reasonable expense Indemnified Party of Company. In the event Company exercises the right to undertake any existence of such defense against any such Third Party Claim claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting assume the defense against any of such Third Party Claim, Company shall cooperate with claim or to notify the Indemnified Party in writing that it shall assume the defense of such defense claim. No Indemnifying Party shall be liable to indemnify any Indemnified Party for any settlement of any such action or claim effected without the consent of the Indemnifying Party (not to be unreasonably withheld), but if settled with the written consent of the Indemnifying Party, or if there be a judgment for the plaintiff in any such action, the Indemnifying Party shall indemnify and make available hold harmless each Indemnified Party from and against any loss or liability by reason of such settlement or judgment, subject to the Indemnified Partylimitations set forth in this Article IX. If the Indemnifying Party shall assume the defense of any claim in accordance with the provisions of this Section 9.5(d), at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Indemnifying Party Claim may be settled by Company on behalf of the Indemnified Party without shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such claim (which consent shall not to be unreasonably withheld); provided, however, in unless the event that settlement releases the Indemnified Party from all liabilities and obligations with respect to such claim and does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, impose injunctive or refrain from taking, any action, Company’s liability for indemnification shall not exceed other equitable relief against the amount of such proposed settlementIndemnified Party. The Indemnified Party will refrain from and the Indemnifying Party each agrees to fully cooperate in all matters covered by this Section 9.5(d), including, as required, the furnishing of books and records, personnel and witnesses and the execution of documents, in each case as necessary for any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless such third party claim and at no cost to the other party (provided that any reasonable out-of-pockets expenses of the Indemnified Party determines that such act or omission is reasonably necessary incurred in connection with the foregoing shall be considered part of Damages hereunder). Anything in this Section 9.5(d) to protect its own interestthe contrary notwithstanding, the control of any Tax Proceeding and the procedures related thereto shall be governed exclusively by Sections 6.8(c), 6.8(d) and 6.8(f) .

Indemnification Procedure. The obligations and liabilities of Company (a) If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article 7 with respect IX, such party (the “Indemnified Party”) shall give written notice to Losses arising from claims the other party (the “Indemnifying Party”) of the facts and circumstances giving rise to the claim. In that regard, if any Action, Liability or obligation shall be brought or asserted by any third party which are subject which, if adversely determined, would entitle the Indemnified Party to the indemnification provided for in indemnity pursuant to this Article 7 IX (a “Third Third-Party ClaimsClaim”) shall be governed by and contingent upon ), the following additional terms and conditions: if an Indemnified Party shall receive notice promptly notify the Indemnifying Party of any Third such Third-Party Claim in writing, specifying the basis of such claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all necessary expenses. If the Indemnifying Party elects to assume control of the defense of a Third-Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after have the receipt right to employ counsel separate from counsel employed by the Indemnified Indemnifying Party of in any such notice (which notice shall include action and to participate in the amount of the Loss, if known, and method of computation defense thereof, but the fees and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment expenses of such counsel for the same counsel to represent both the Indemnified Party and Company, then employed by the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which at the expense of the Indemnified Party. All claims other than Third- Party Claims (a “Direct Claim”) may be asserted by the Indemnified Party reasonably determines counsel is required, at giving notice to the reasonable expense of CompanyIndemnifying Party. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided aboveAbsent an emergency or other extenuating circumstance, the Indemnified Party shall cooperate with Company in give written notice to the Indemnifying Party of such defense and make available Direct Claim prior to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the taking any material actions to remedy such Direct Claim. (b) In no event shall the Indemnified Party is, directly pay or indirectly, conducting the defense against enter into any such Third Party Claim, Company shall cooperate settlement of any claim or consent to any judgment with the Indemnified Party in such defense and make available respect to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third any Third-Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Indemnifying Party (which consent shall not be unreasonably withheld); provided, however, in conditioned or delayed) if such settlement or judgment would require the event that Indemnifying Party to pay any amount. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnified Party does not consent to any so long as (i) such settlement or judgment involves monetary damages only and (ii) a term of the settlement or judgment is that would provide it with a full release from indemnified Losses and would not require it to take, the Person or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of Persons asserting such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Third-Party Claim unless unconditionally release all Indemnified Parties from all liability with respect to such claim; otherwise the consent of the Indemnified Party determines that such act shall be required in order to enter into any settlement of, or omission is reasonably necessary consent to protect its own interestthe entry of a judgment with respect to, any Third-Party Claim, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedure. The obligations and liabilities of Company the Indemnifying Party under this Article 7 V with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 V (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company the Indemnifying Party notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company the Indemnifying Party from any of its obligations under this Article 7 V except to the extent Company the Indemnifying Party is materially prejudiced by such failure and shall not relieve Company the Indemnifying Party from any other obligation or liability Liability that it may have to any Indemnified Party otherwise than under this Article 7. V. Upon written notice to the Indemnified Party within five (5) days of the receipt of such notice, Company the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its or his expense and through counsel of its choiceor his choice (which counsel shall be reasonably satisfactory to the Indemnified Party); provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel the Indemnified Party for the same counsel to represent both the Indemnified Party and Companythe Indemnifying Party, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Companythe Indemnifying Party. In the event Company the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company the Indemnifying Party in such defense and make available to Companysuch Indemnifying Party, at Companythe Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Companythe Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Companythe Indemnifying Party’s expense, all such witnesseswitnesses (including himself), records, materials and information in Companythe Indemnifying Party’s possession or under Companythe Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company the Indemnifying Party on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses Loss and would not require it to take, or refrain from taking, any action, Companythe Indemnifying Party’s liability for indemnification shall not exceed the amount of such proposed settlement. The Hie Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company the Indemnifying Party in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. The obligations and liabilities of Company (a) Promptly after receipt by an indemnified party under this Article 7 with respect to Losses arising from claims Section 7.3 of notice of the threat or commencement of any third action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which are subject it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.3 or to the indemnification provided for in this Article 7 extent it is not prejudiced as a result of such failure. (“Third Party Claims”b) shall be governed by In case any such action is brought against any indemnified party and contingent upon the following additional terms and conditions: if such indemnified party seeks or intends to seek indemnity from an Indemnified Party shall receive notice of any Third Party Claimindemnifying party, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossindemnifying party will be entitled to participate in, if knownand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such right of indemnification is claimed or arises)indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the failure positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to provide such notice shall not release Company it or other indemnified parties that are different from any of its obligations under this Article 7 except or additional to those available to the extent Company is materially prejudiced by such failure and indemnifying party, the indemnified party or parties shall not relieve Company from any other obligation or liability that it may have the right to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled select separate counsel to assume such legal defenses and control to otherwise participate in the defense of such Third Party Claim at its expense and through counsel action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its choice; providedelection so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless: (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent indemnifying party shall not be unreasonably withheld); providedliable for the expenses of more than one separate counsel, howeverapproved by such indemnifying party representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the event that reasonable fees and expenses of counsel shall be at the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takeexpense of the indemnifying party. Notwithstanding the provisions of this Section 7.3, or refrain from taking, any action, Company’s liability for indemnification the Purchaser shall not exceed be liable for any indemnification obligation under this Agreement in excess of the amount of such proposed settlement. The Indemnified Party will refrain net proceeds received by the Purchaser from any act or omission that is inconsistent with the position taken by Company in the defense sale of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestPurchased Shares and Warrant Shares.

Indemnification Procedure. The obligations and liabilities of Company Promptly after receipt by a Party seeking indemnification under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 Section 10 (an “Third Party ClaimsIndemnitee”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive of notice of any Third Party Claimpending or threatened Claim against it, the Indemnified Party such Indemnitee shall give Company written notice of such Third to the Party Claim promptly after from whom the receipt by Indemnitee is entitled to seek indemnification pursuant to this Article 10 (the Indemnified Party of such notice (which notice shall include the amount “Indemnifying Party”) of the Loss, if known, and method of computation commencement thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, provided that the failure so to provide such notice shall not release Company from any of its obligations under this Article 7 except to notify the extent Company is materially prejudiced by such failure and Indemnifying Party shall not relieve Company from it of any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice Indemnitee hereunder, except to the Indemnified extent the Indemnifying Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or demonstrates that it is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified materially prejudiced thereby. The Indemnifying Party shall be entitled to retain participate in the defense of such Claim and, to the extent that it elects within ten (10) Business Days of its or his own counsel in each jurisdiction for which receipt of notice of the Claim from the Indemnitee, to assume control of the defense and settlement of such Claim (unless the Indemnifying Party is also a party to such proceeding and the Indemnifying Party has asserted a cross claim against the Indemnified Party or a court has otherwise determined that such joint representation would be inappropriate) with counsel reasonably determines counsel is requiredsatisfactory to the Indemnitee and, at after notice from the reasonable expense Indemnifying Party to the Indemnitee of Company. In its election to assume the event Company exercises the right to undertake any defense of such defense against any such Third Party Claim as provided aboveClaim, the Indemnified Indemnifying Party shall cooperate with Company in not, as long as it diligently conducts such defense and make available to Companydefense, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available be liable to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required Indemnitee for any Litigation Costs subsequently incurred by the Indemnified PartyIndemnitee. No such Third Party compromise or settlement of any Claim may be settled effected by Company on behalf of the Indemnified Indemnifying Party without the prior Indemnitee’s written consent of the Indemnified Party (consent, which consent shall not be unreasonably withheld); providedwithheld or delayed, howeverprovided no consent shall be required if (A) there is no finding or admission of any violation of Applicable Laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee, (B) the sole relief provided is monetary damages that are paid in full by the event Indemnifying Party, and (C) the Indemnitee’s rights under this Agreement are not restricted by such compromise or settlement. Notwithstanding the foregoing, the Indemnitee shall be entitled to conduct its own defense at the cost and expense of the Indemnifying Party if the Indemnitee establishes that the Indemnified conduct of its defense by the Indemnifying Party does not consent would reasonably be likely to prejudice materially the Indemnitee due to a conflict of interest between the Indemnitee and the Indemnifying Party; and provided further that in any event the Indemnitee may participate in such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect at its own interestexpense.

Indemnification Procedure. The obligations and liabilities of Company (a) If, subsequent to the Closing, any Person entitled to indemnification under this Article 7 with respect to Losses arising from claims Agreement (an “Indemnified Party”) asserts a claim for indemnification for or receives notice of the assertion or commencement of any third party Third Party Claim as to which are such Indemnified Party intends to seek indemnification under this Agreement, such Indemnified Party shall give reasonably prompt written notice of such claim to the Party from whom indemnification is to be sought (an “Indemnifying Party”), together with a statement of any available information regarding such claim. The Indemnifying Party shall have the right, upon written notice to the Indemnified Party (the “Defense Notice”) within 15 days after receipt from the Indemnified Party of notice of such claim, by which notice 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 Third Party Claim in its own name, or if necessary in the name of the Indemnified Party; provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third Party Claim. If the Indemnifying Party delivers a Defense Notice to the Indemnified Party, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by the Indemnifying Party, all at the expense of the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ its own counsel and participate in the defense of such, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. As a condition precedent to the Indemnifying Party’s right to assume control over the defense of a Third Party Claim, (i) it must furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is and will be able to satisfy any such liability and (ii) acknowledge its obligation to indemnify the Indemnified Party. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not have the right to assume control of the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, which counsel is subject to the indemnification provided for in this Article 7 approval of the Sellers’ Representative (“which consent will not be unreasonably withheld or delayed), if the claim which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations unless such allegations are also made against Xx. Xxxx or any of the Sellers or (iii) involves a claim which, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend. (b) If the Indemnifying Party shall fail to give a Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject Third Party Claims”) shall be governed by Claim, and contingent upon in such event the following additional terms and conditions: if an Indemnified Party shall receive notice have the right to conduct such defense in good faith. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the costs and expenses of any defending such Third Party Claim upon submission of periodic bills. If the Indemnifying Party elects to conduct the defense of the subject Third Party Claim, the Indemnified Party shall give Company notice may participate, at its own expense, in the defense of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)Claim; provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume participate in any such defense with separate counsel at the expense of the Indemnifying Party if so requested by the Indemnifying Party to participate or in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and control the Indemnifying Party that would make such separate representation required under the ethical rules governing attorneys; and provided, further, that the Indemnifying Party shall not be required to pay for more than one counsel for all Indemnified Parties in connection with any Third Party Claim. (c) Regardless of which Party defends a Third Party Claim, the other Party shall have the right at its expense to participate in the defense of such Third Party Claim at its expense and through Claim, assisted by counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the own choosing. The Indemnified Party shall be entitled not compromise, settle, default on, or admit liability with respect to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such a Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (Indemnifying Party, which consent shall not be unreasonably withheld); providedwithheld or delayed, howeverand, in the event that if the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takesettles, compromises, defaults on, or refrain from taking, any action, Company’s admits liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of respect to a Third Party Claim unless except in compliance with the foregoing, the Indemnified Party determines will be liable for all costs, expenses, settlement amounts, or other Adverse Consequences paid or incurred in connection therewith and the Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect thereto. The Indemnifying Party shall not compromise or settle a Third Party Claim without the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, unless such compromise or settlement includes as a term thereof an unconditional release of the Indemnified Party and such compromise or release does not impose any non-monetary obligations on the Indemnified Party (and all monetary obligations are subject to the indemnification provisions of this Agreement) in which case the consent of the Indemnified Party shall not be required. (d) After any final decision, judgment or award shall have been rendered by a Governmental Entity of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall deliver to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall be required to pay all of the sums so due and owing to the Indemnified Party by wire transfer of immediately available funds within ten (10) Business Days after the date of such notice. (e) To the extent that such act there is an inconsistency between this Section 9.3 and Section 10.5 as it relates to a Tax Claim or omission is reasonably necessary to protect its own interesta Tax Contest, the provisions of Section 10.5 shall govern.

Indemnification Procedure. The obligations and liabilities If a party entitled to indemnification hereunder ("Indemnified Party") is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of Company indemnification under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 XV (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include whether or not the amount of the Lossclaim is then quantifiable), such Indemnified Party shall promptly give written notice thereof to the other party ("Indemnitor"), and the Indemnified Party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if knownany, and method of computation thereofthat the Indemnitor's rights shall have been prejudiced or the Indemnitor's liability shall have been materially increased thereby. In case any such action, and containing a reference suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); Indemnified Party, provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain participate in any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party's counsel, representation by the Indemnitor's counsel may present a conflict of interest or his own counsel in each jurisdiction for which there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance reasonably determines counsel is requiredsatisfactory to the Indemnified Party and its counsel, at from all liability with respect to such claim, action, suit or proceeding. If the reasonable expense Indemnitor assumes the defense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim claim, action, suit or proceeding as provided abovein this Section 15.4, the Indemnified Party shall cooperate with Company in such defense and make available be permitted to Company, at Company’s expense, all witnesses, pertinent records, materials and information join in the Indemnified Party’s possession defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlyproceeding, in the event the Indemnified Party ismay defend against such claim, directly action, suit or indirectlyproceeding in such manner as it may deem appropriate, conducting the defense against any such Third Party Claim, Company shall cooperate with the provided that an Indemnified Party in such defense and make available shall not settle any claim, action, suit or proceeding which would give rise to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or Indemnitor's liability under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party its indemnity without the prior written consent of the Indemnified Party (Indemnitor, which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. The obligations and liabilities of Company (a) All claims for indemnification under this Agreement shall be asserted and resolved pursuant to this Section 13.05 and Article 7 XV. Any person or entity claiming indemnification hereunder is hereinafter referred to as the "Indemnified Party" and any person or entity against whom such claims are asserted hereunder is hereinafter referred to as the "Indemnifying Party." (b) In the event that (i) any claim, demand or proceeding is asserted or instituted in writing by any Person other than the parties to this Agreement or their Affiliates which could give rise to Losses for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or proceeding, a "Third Party Claim") or (ii) any Indemnified Party shall have a claim to be indemnified by any Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a "Direct Claim"), the Indemnified Party shall promptly send to the Indemnifying Party a written notice specifying the nature of such claim, together with information reasonably available to the Indemnified Party with respect to Losses arising from claims such claim (a "Claim Notice"), provided that a delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent that such failure shall have caused actual prejudice to the Indemnifying Party. (c) In the event of a Third Party Claim, the Indemnifying Party shall have 30 days after receipt of the Claim Notice relating to such Third Party Claim to elect to undertake, conduct and control, through counsel of its own choosing (provided that such counsel is reasonably acceptable to the Indemnified Party) and at its own expense, the settlement or defense of such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any third party which are subject separate counsel retained by any Indemnified Party except as set forth below). If the Indemnifying Party elects to undertake such defense, it shall promptly assume and hold such Indemnified Party harmless from and against the full amount of any Damages resulting from such Third Party Claim to the indemnification extent provided for in this Article 7 (“Third Party Claims”) shall be governed by herein. Notwithstanding an Indemnifying Party's election to undertake, conduct and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any control such Third Party Claim, the Indemnified Party shall give Company notice have the right to employ separate counsel at its cost, and the Indemnifying Party shall not bear the fees, costs and expenses of such Third separate counsel. If the Indemnifying Party Claim promptly after the receipt by elects to undertake such defense, (i) the Indemnified Party of such notice (which notice shall include agrees to cooperate with the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Indemnifying Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any contesting such Third Party Claim, Company shall and, if appropriate and related to such Third Party Claim, the parties will reasonably cooperate with each other in connection with making any counterclaim against the Indemnified person asserting the Third Party in such defense and make available to the Indemnified PartyClaim, at Company’s expenseor any cross-complaint against any Person, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No (ii) such Third Party Claim may not be settled or compromised by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld)Indemnifying Party; provided, however, provided that in the event any Indemnified Party settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Party, such Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under this Article XIII, and (iii) the Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the third party asserting such claim to all Indemnified Parties of (A) unconditional release from all liability with respect to such Third Party Claim or (B) consent to entry of any judgment. If the Indemnifying Party does not notify the Indemnified Party does not consent of its election to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in undertake the defense of a such Third Party Claim unless within 30 days after receipt of the Claim Notice relating to such Third Party Claim, the Indemnified Party determines shall have the right to contest, settle, compromise or consent to the entry of any judgment with respect to such Third Party Claim and in doing so shall not thereby waive any right to indemnity therefor pursuant to this Article XIII, provided that at any time thereafter the Indemnifying Party may assume the defense of such act Third Party Claim. (d) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party within 30 days of receipt of a Claim Notice whether or omission not the Indemnifying Party disputes such claim. (e) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of such Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions, which will not unreasonably interfere with the business and operations of such Indemnified Party. The Indemnifying Party will not, and shall cause its representatives not to, use (except in connection with such Claim Notice) or disclose to any third Person other than the Indemnifying Party's representatives (except as may be required by applicable law) any information obtained pursuant to this Section 13.05, which is reasonably necessary to protect its own interestdesignated as confidential by the Indemnified Party.

Indemnification Procedure. The obligations and liabilities of Company under this Article 7 (a) If any third party shall notify any Party (the "INDEMNIFIED PARTY") with respect to Losses arising from claims of any third party which are subject matter (a "THIRD-PARTY CLAIM") that may give rise to a claim for indemnification against any other Party (the indemnification provided for in "INDEMNIFYING PARTY") under this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party ClaimAgreement, then the Indemnified Party shall give Company notice of such Third promptly notify the Indemnifying Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement thereof in respect of which such right of indemnification is claimed or arises)writing; provided, however, that no delay on the failure to provide such notice part of the Indemnified Party in notifying the Indemnifying Party shall not release Company relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) The Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within five 25 days after the Indemnified Party has given notice of the receipt of such notice, Company shall be entitled Third-Party Claim that the Indemnifying Party elects to assume and control the defense of such Third Party Claim at and does not dispute its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely obligation to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both hereunder indemnify the Indemnified Party from and Company, then against the entirety of any Losses the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense may suffer as a result of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Third-Party Claim, Company shall cooperate (ii) settlement of, or an adverse judgment with respect to, the Indemnified Third-Party Claim is not in such defense and make available to the good faith judgment of the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession likely to establish a precedential custom or under Company’s control relating thereto as is reasonably required by practice materially adverse to the continuing business interests of the Indemnified Party. No such Third , and (iii) the Indemnifying Party conducts the defense of the Third-Party Claim may be settled by Company on behalf actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 9.08(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim, (ii) the Indemnified 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 Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or the issuance of an injunction, the granting of equitable relief or any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (which consent shall not to be unreasonably withheldwithheld unreasonably); provided. (d) In the event any of the conditions in Section 9.08(b) is or becomes unsatisfied, however, in the event that (i) the Indemnified Party does not may defend against, and consent to the entry of any such judgment or enter into any settlement that would provide it with a full release from indemnified Losses and would not require it to takerespect to, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Third-Party Claim unless in any manner it may deem appropriate (and the Indemnified Party determines that such act need not consult with, or omission is reasonably necessary obtain any consent from, the Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (at least quarterly) for the costs of defending against the Third-Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to protect its own interestthe fullest extent provided in this Agreement.

Indemnification Procedure. The obligations and liabilities of Company (a) Promptly after receipt by an indemnified party under this Article 7 with respect to Losses arising from claims Section 7.3 of notice of the threat or commencement of any third action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which are subject it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.3 or to the indemnification provided for in this Article 7 extent it is not prejudiced as a result of such failure. (“Third Party Claims”b) shall be governed by In case any such action is brought against any indemnified party and contingent upon the following additional terms and conditions: if such indemnified party seeks or intends to seek indemnity from an Indemnified Party shall receive notice of any Third Party Claimindemnifying party, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossindemnifying party will be entitled to participate in, if knownand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such right of indemnification is claimed or arises)indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the failure positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to provide such notice shall not release Company it or other indemnified parties that are different from any of its obligations under this Article 7 except or additional to those available to the extent Company is materially prejudiced by such failure and indemnifying party, the indemnified party or parties shall not relieve Company from any other obligation or liability that it may have the right to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled select separate counsel to assume such legal defenses and control to otherwise participate in the defense of such Third Party Claim at its expense and through counsel action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its choice; providedelection so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless: (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent indemnifying party shall not be unreasonably withheldliable for the expenses of more than one separate counsel, approved by such indemnifying party representing all of the indemnified parties who are parties to such action); provided, howeveror (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the event that reasonable fees and expenses of counsel shall be at the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takeexpense of the indemnifying party. Notwithstanding the provisions of this Section 7.3, or refrain from taking, any action, Company’s liability for indemnification the Purchaser shall not exceed be liable for any indemnification obligation under this Agreement in excess of the amount of such proposed settlement. The Indemnified Party will refrain gross proceeds received by the Purchaser from any act or omission that is inconsistent with the position taken by Company in sale of the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestShares.

Indemnification Procedure. The obligations and liabilities Within ten (10) days after receipt by an indemnified party hereunder of Company under this Article 7 with respect to Losses arising from claims written notice of the commencement of any third action or proceeding involving a claim referred to in Section 3.20 or Section 3.21, such indemnified party which are subject will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon latter of the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice commencement of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)action; provided, however, that the failure of any indemnified party to provide such give notice as provided herein shall not release Company from any relieve the indemnifying party of its obligations under this Article 7 Section 3.20 or Section 3.21 except to the extent Company is materially prejudiced by that the indemnifying party loses substantive legal rights as a result of such failure to give notice. In case any such action or proceeding is brought against an indemnified party, the indemnifying party will be entitled to participate in and shall not relieve Company from to assume the defense thereof, jointly with any other obligation or liability indemnifying party similarly notified, to the extent that it may have wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal fees and expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party’s reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 3.20, more than one counsel (in addition to any Indemnified Party otherwise local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties or (ii) in the case of a claim referred to in Section 3.21, more than under this Article 7one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. Upon written notice An indemnifying party who is not entitled to (pursuant to the Indemnified Party within five days of the receipt of such noticeimmediately preceding sentence), Company shall be entitled to or elects not to, assume and control the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Third Party Claim at its expense and through counsel of its choice; providedindemnifying party with respect to such claim, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate unless in the reasonable judgment of any indemnified party an actual or potential conflict of interest may exist between such counsel for indemnified party and any other of such indemnified parties with respect to such claim, in which event the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party indemnifying party shall be entitled obligated to retain its pay the fees and expenses of such additional counsel or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim counsels as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf reasonable in light of the Indemnified Party such conflict. The indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the Indemnified Party entry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit, investigation or proceeding and such settlement, compromise or consent involves only the payment of money and such money is actually paid by the indemnifying party. Whether or not the defense of any claim or action is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall will not be unreasonably withheld); providedwithheld or delayed. Notwithstanding anything to the contrary set forth herein, howeverand without limiting any of the rights set forth above, in any event any indemnified party will have the event that the Indemnified Party does not consent right to any such settlement that would provide it retain, at its own expense, counsel with a full release from indemnified Losses and would not require it respect to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestclaim.

Indemnification Procedure. The obligations and liabilities of Company (a) In the event that any Buyer Indemnified Party or Seller Indemnified Party (the “Indemnified Party”) entitled to any indemnification under this Article 7 with respect to Losses arising from claims 5 receives written notice of the assertion of any third party which are subject to claim or demand made by any Person (other than any Buyer Indemnified Party or Seller Indemnified Party, as applicable) (the indemnification provided for in this Article 7 (“Third Party ClaimsUnaffiliated Person”) shall be governed by and contingent upon against the following additional terms and conditions: if an Indemnified Party (a “ThirdParty Claim”), such Indemnified Party shall receive provide written notice thereof within ten (10) days upon receipt to the party hereto from whom the Indemnified Party intends to seek indemnification pursuant to this Article 5 (the “Indemnifying Party”), which such written notice shall include a copy of any Third such claim or demand, material supporting documentation for such Third-Party Claim in the possession or within the control of the Indemnified Party, all material written communication between the Indemnified Party and the Unaffiliated Person regarding the Third-Party Claim, any other material details known to the Indemnified Party shall give Company notice of such Third Party Claim promptly after with respect thereto and the receipt by basis for the Indemnified Party of such notice (which notice shall include the amount indemnification claim and an estimate of the Loss, if known, and method of computation thereof, and containing a reference associated Losses to the provisions extent reasonably capable of this Agreement in respect of which such right of indemnification is claimed or arises)estimation; provided, however, that the failure to provide give such notice notification on a timely basis shall not release Company from any of its obligations under this Article 7 affect the indemnification provided hereunder except to the extent Company is the Indemnifying Party shall have been actually and materially prejudiced by as a result of such failure failure. (b) If a ThirdParty Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof, at such Indemnifying Party’s expense, and shall not relieve Company from any other obligation or liability that if it may have to any Indemnified Party otherwise than under this Article 7. Upon so chooses and delivers written notice thereof to the Indemnified Party within five the earlier of (x) thirty (30) days following its receipt from the Indemnified Party of the receipt written notice of such noticeThird-Party Claim in compliance with Section 5.03(a) of this Agreement and (y) ten (10) days before the due date for the answer or response to the Third-Party Claim is due, Company shall be entitled to assume and control the defense of such Third thereof with counsel selected by the Indemnifying Party Claim at its expense and through counsel of its choicereasonably satisfactory to the Indemnified Party; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment Indemnifying Party may not assume and conduct the defense of such counsel for ThirdParty Claim: (i) unless the same counsel to represent both Indemnifying Party irrevocably agrees and acknowledges in writing that the Indemnified Party and Company, then the applicable Indemnified Party shall be entitled to retain its full indemnification from the Indemnifying Party with respect to any Losses resulting from such Third-Party Claim, subject to the provisions of this Article 5; or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any (ii) if such defense against any such Third Third-Party Claim as provided above(A) seeks equitable relief (except where such equitable relief is immaterial in nature and merely incidental to a primary claim or claim of monetary damages), or (B) involves, or is reasonably expected to involve, criminal charges or a criminal investigation. If an Indemnifying Party so elects to assume the defense of a ThirdParty Claim, the Indemnified Party shall cooperate with Company have the right to participate in such the defense thereof and make available to Companyemploy counsel, at Company’s its own expense, all witnessesseparate from the counsel employed by the Indemnifying Party. For avoidance of doubt, pertinent records, materials the reasonable fees and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required expenses of counsel employed by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting for any period during which the Indemnifying Party has not assumed the defense against any such Third thereof in accordance with the terms hereof will constitute Losses if, and only if, the Indemnifying Party Claim, Company shall cooperate with is otherwise obligated to indemnify the Indemnified Party in for such Third-Party Claim pursuant to this Article 5. If the Indemnifying Party assumes the defense and make available to the Indemnified Party, at Company’s expenseof any ThirdParty Claim, all the parties hereto shall reasonably cooperate in the defense or prosecution of such witnessesThirdParty Claim. If the Indemnifying Party is controlling the defense of any ThirdParty Claim, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by then the Indemnified Party. No Indemnifying Party shall not be entitled to settle such Third Party ThirdParty Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, however, in the event that the Indemnified Party does not may withhold its consent to any such settlement that would provide it in its sole discretion (and such withholding shall not be deemed to be unreasonable) if, pursuant to or as a result of such settlement, injunctive or other equitable relief 31 will be imposed against the Indemnified Party or any Affiliate thereof or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with a full release from indemnified Losses and would not require it respect to takesuch Third-Party Claim, or refrain from taking, any action, Company’s liability for indemnification such Indemnified Party shall not exceed have to pay a portion of the amount of such proposed settlement. The Indemnified Party will refrain from If any act or omission that is inconsistent with the position taken by Company in Seller shall have assumed the defense of a Third ThirdParty Claim, no Buyer Indemnified Party shall admit any liability (other than giving truthful testimony in a legal proceeding or as required by applicable law) with respect to, or settle, compromise, or discharge, any ThirdParty Claim without the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned, or delayed). (c) If an Indemnified Party claims a right to payment pursuant to this Article 5 not involving a Third-Party Claim unless covered by Sections 5.03(a) and (b), such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party. Such notice shall specify the basis for such claim and an estimate of the associated Losses to the extent reasonably capable of estimation. As promptly as possible after the Indemnified Party determines that has given such act notice, such Indemnified Party and the appropriate Indemnifying Party shall establish the merits and amount of such claim (by mutual agreement, arbitration, litigation, or omission is reasonably necessary otherwise), if any, and, within five (5) Business Days of the final determination of the merits and amount of such claim, if any, the Indemnifying Party shall pay to protect its own interestthe Indemnified Party immediately available funds in an amount equal to such claim as determined hereunder, if any.

Indemnification Procedure. The obligations and liabilities of Company Claims for indemnification under this Article 7 Agreement shall be asserted and resolved as follows: (a) If a claim by a third party is made against a Seller Indemnified Party or a Purchaser Indemnified Party (any such Person, an “Indemnified Party”), and if such Indemnified Party intends to seek indemnity with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in thereto under this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Section VIII, such Indemnified Party shall receive furnish written notice of any Third such claim (in reasonable detail and including the factual basis for such claim and the amount thereof) to the Party Claimagainst whom indemnity is sought (such Party, in such capacity, the “Indemnifying Party”). Thereafter, the Indemnified Party shall give Company notice of such Third Party Claim deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all material notices and documents (including court papers) received or transmitted by the Indemnified Party relating to such claim. The failure or delay of the Indemnified Party to deliver prompt written notice of a claim shall not affect the indemnity obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party was actually disadvantaged by such failure or delay in delivery of notice of such claim. Within ten (10) Business Days of delivery of a notice of claim with respect to a third party claim, the Sellers may elect (which by written notice shall include the amount of the Lossdelivered to Purchaser) to take all necessary steps properly to diligently contest any third party claim or to prosecute such third party claim to conclusion or, if known, and method of computation thereof, and containing a reference subject to the provisions of this Agreement in respect Section, settlement, provided that as a condition to such election the Sellers acknowledge the obligation of which such right of indemnification is claimed or arises); provided, however, that the failure Sellers pursuant to provide such notice shall not release Company from any of its obligations under this Article 7 except VIII to indemnify the extent Company is materially prejudiced by Purchaser Indemnified Parties for all losses that may result from such failure and shall not relieve Company from any other obligation or liability that it may third-party claim. If the Sellers make the foregoing election, Purchaser Indemnified Parties will have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any participate at their own expense in all negotiations and proceedings. If the Sellers do not make such election within such period or fail to diligently contest such third party claim after such election, the Purchaser shall be free to handle the prosecution or defense against of any such Third Party Claim as and will permit the Sellers, at the sole cost of the Sellers, to participate in such prosecution or defense and will provide the Sellers with reasonable access to all relevant information and documentation relating to the Claim and the prosecution or defense thereof. No Indemnifying Party shall consent to any settlement, compromise or discharge (including the consent to entry of any judgment) of any such claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); provided abovethat, if the Indemnifying Party assumes the defense of any such claim, the Indemnified Party shall cooperate agree to any settlement, compromise or discharge of such claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of Losses in connection with Company in such defense claim and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event unconditionally releases the Indemnified Party is, directly and its Affiliates from all liability in connection with such claim. Whether or indirectly, conducting not the Indemnifying Party shall have assumed the defense against any of such Third Party Claimclaim, Company shall cooperate with the Indemnified Party in shall not admit any liability with respect to, or settle, compromise or discharge (including the consent to entry of any judgment with respect to), any such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party claim without the prior written consent of the Indemnified Indemnifying Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, delayed or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim conditioned) unless the Indemnified Party determines that has waived in writing any right to indemnity from the Indemnifying Party with respect to such act claim in which case no such consent shall be required. (b) In the event of payment in full by an Indemnifying Party to any Indemnified Party in connection with any claim (an “Indemnified Claim”), such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or omission is reasonably necessary circumstances in respect of which such Indemnified Party may have any right or claim relating to protect its own interestsuch Indemnified Claim against any claimant or plaintiff asserting such Indemnified Claim or against any other Person. Such Indemnified Party shall cooperate with such Indemnifying Party in a reasonable manner and (at such Indemnifying Party’s cost and expense) in prosecuting any subrogated right or claim. (c) Any amount owing by an Indemnifying Party to an Indemnified Party in connection with any Indemnified Claim shall be paid by such Indemnifying Party within fifteen (15) days of final determination thereof (whether by mutual agreement of the Parties or pursuant to arbitral proceedings in accordance with Section XII below). (d) If a Purchaser Indemnified Party proceeds with the defense of any Third Party Claim, all fees and expenses, including reasonable attorneys’ fees, relating to the defense of such Third Party Claim shall be deemed to be Losses for which the Indemnified Parties are entitled to indemnification hereunder.

Indemnification Procedure. The obligations (a) In order to be indemnified and liabilities held harmless, pursuant to Sections 7.1 or 7.2, a party entitled to be indemnified and held harmless pursuant to such Section (the "Indemnified Party") shall notify the party liable for such indemnification (the "Indemnifying Party") in writing immediately upon becoming aware of Company any claim or demand which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Article 7 with respect Agreement. Subject to Losses arising from claims of any the Indemnifying Party's right to defend in good faith third party which are subject to claims as hereinafter provided, the indemnification provided for in Indemnifying Party shall satisfy its obligations under this Article 7 Section 7.3 within thirty (“Third Party Claims”30) shall be governed by and contingent upon days after the following additional terms and conditions: if an receipt of written notice thereof from the Indemnified Party. (b) If the Indemnified Party shall receive notify the Indemnifying Party of any claim or demand pursuant to Section 7.3(a), and if such claim or demand relates to a claim or demand asserted by a third party against the Indemnified Party which the Indemnifying Party acknowledges is a claim or demand for which it must indemnify or hold harmless the Indemnified Party under Section 7.1 or 7.2, the Indemnifying Party shall have the right to employ counsel acceptable to the Indemnified Party to defend any such claim or demand asserted against the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any such claim or demand. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case before the due date for the answer or response to a claim) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 7.3(a) of its election to defend in good faith any Third such third party claim or demand. So long as the Indemnifying Party Claimis defending in good faith any such claim or demand asserted by a third party against the Indemnified Party, the Indemnified Party shall give Company notice of not settle or compromise such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed claim or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7demand. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the The Indemnified Party shall be entitled make available to retain the Indemnifying Party or its or his own counsel agents all records and other materials in each jurisdiction for which the Indemnified Party's possession reasonably required by it for its use in contesting any third party claim or demand. Whether or not the Indemnifying Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right elects to undertake defend any such defense against any such Third Party Claim as provided aboveclaim or demand, the Indemnified Party shall cooperate with Company in such defense and make available have no obligations to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestdo so.

Indemnification Procedure. The obligations and liabilities of Company Claims for indemnification under this Article 7 Agreement shall be asserted and resolved as follows: (a) Any Buyer Indemnified Party or Seller Indemnified Party claiming indemnification under this Agreement (an “Indemnified Party”) with respect to Losses arising from claims any claim asserted against the Indemnified Party by a third party (a “Third-Party Claim”) in respect of any third party which are matter that is subject to indemnification under Section 7.2 shall promptly (i) notify the indemnification provided for in this Article 7 other Party (the “Third Party ClaimsIndemnifying Party”) shall be governed by of the Third-Party Claim and contingent upon (ii) transmit to the following additional terms and conditions: if an Indemnified Indemnifying Party shall receive or Parties a written notice (a “Claim Notice”) describing in reasonable detail the nature of any Third the Third-Party Claim, a copy of all papers served with respect to such claim (if any), the Indemnified Party shall give Company notice Party’s best estimate of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference BRI-Mxxxx PSA Losses attributable to the provisions Third-Party Claim and the basis of the Indemnified Party’s request for indemnification under this Agreement in respect of which Agreement. Failure to timely provide such Claim Notice shall not affect the right of the Indemnified Party’s indemnification is claimed or arises); providedhereunder, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company the Indemnifying Party is materially prejudiced by such failure and delay or omission, subject to Section 7.1(b). (b) The Indemnifying Party shall not relieve Company from any other obligation or liability that it may have the right to any defend the Indemnified Party otherwise than against such Third-Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third-Party Claim (such election to be without prejudice to the right of the Indemnifying Party to dispute whether such claim is an indemnifiable BRI-Mxxxx PSA Loss under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and CompanyVII), then the Indemnified Indemnifying Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises have the right to undertake any defend such defense against any such Third Third-Party Claim as provided above, with counsel selected by the Indemnified Indemnifying Party (who shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is be reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available satisfactory to the Indemnified Party), by all appropriate proceedings, to a final conclusion or settlement (including any appeals) at Company’s expensethe discretion of the Indemnifying Party in accordance with this Section 7.3(b). In such circumstances, all the Indemnifying Party shall defend any such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Third-Party Claim may be settled by Company on behalf in good faith and have full control of such defense and proceedings, including any compromise or settlement thereof; provided that the Indemnified Indemnifying Party shall not enter into any settlement agreement without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, howeverfurther, that such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnified Parties affected by the claim and (ii) the settlement agreement is for money damages and contains only customary settlement provisions, including confidentiality agreements, that do not restrict, in any material respect, the event conduct of any business by the Indemnified Party or its Affiliates. Upon the request of the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third-Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third-Party Claim or any cross complaint against any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third-Party Claim controlled by the Indemnifying Party pursuant to this Section 7.3(b), and the Indemnified Party shall bear its own costs and expenses with respect to such participation. (c) If the Indemnifying Party shall (A) fail to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 7.3(b) within fifteen (15) Business Days after receipt of any Claim Notice, or (B) after commencing or undertaking any such defense or settlement, fail to prosecute or withdraw from such defense or settlement, then the Indemnified Party shall have the right to defend, and be reimbursed for its reasonable cost and expense (but only if the Indemnified Party is actually entitled to indemnification hereunder) in regard to the Third-Party Claim with counsel selected by the Indemnified Party (who shall be reasonably satisfactory to the Indemnifying Party), by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party. In such circumstances, the Indemnified Party shall defend any such Third-Party Claim in good faith and have full control of such defense and proceedings; provided that the Indemnified Party does may not enter into any compromise or settlement of such Third-Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent to any such settlement that would provide it with a full release from indemnified Losses and would (which consent shall not require it to takebe unreasonably withheld, conditioned or refrain from takingdelayed). The Indemnifying Party may participate in, but not control, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act defense or omission that is inconsistent with the position taken settlement controlled by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary pursuant to protect this Section 7.3(c), and the Indemnifying Party shall bear its own interestcosts and expenses with respect to such participation. (d) Subject to the other provisions of this Article VII, a claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the Party from whom indemnification is sought, which notice shall set forth the basis of such claim in reasonable detail and be accompanied by evidence supporting the assertion of such claim.

Indemnification Procedure. The obligations and liabilities of Company This ARTICLE 9 shall be applicable to any Claim arising under this Article 7 Agreement or any applicable Work Package made against a Party or its Related Parties (the "Indemnified Party") by a Third Party (a "Third Party Claim") for which the Indemnified Party is entitled to indemnification from a Party (the "Indemnifying Party") pursuant to this Agreement: (1) The Indemnified Party seeking indemnification under an applicable indemnity provision in this Agreement for a Third Party Claim made, commenced or brought against the Indemnified Party by a Third Party and from and against any resulting, associated or related Losses flowing from any such Third Party Claim shall, directly or through the Party to which the Indemnified Party is related (the "Related Lead Party"), Notify the Indemnifying Party in writing of the Third Party Claim within twenty (20) Business Days after receipt by the Indemnified Party of Notice of the Third Party Claim. The Notice to the Indemnifying Party shall describe with reasonable particularity (to the extent that information is available) the factual basis for the Third Party Claim and, if known, the estimated amount of the Third Party Claim and any indemnified Losses that have been or may be sustained by the Indemnified Party in respect thereof. If the Indemnified Party does not give Notice to the Indemnifying Party in the aforesaid time frame, then such failure shall lessen or limit the Indemnified Party's rights to indemnity hereunder to the extent that the defence of the Third Party Claim was prejudiced by such lack of timely Notice. Following notification of the Indemnifying Party of the Third Party Claim as aforesaid, the Indemnified Party shall deliver, directly or through the Related Lead Party, reasonably promptly after the Indemnified Party's receipt thereof, copies of all Notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (2) The Indemnifying Party shall have the right, within twenty (20) Business Days after being so notified (the "Assumption Deadline"), to assume the defense, negotiation and (if possible) settlement of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. In any such proceeding the defense of which the Indemnifying Party shall have so assumed, the Indemnified Party shall have the right to participate therein and retain its own counsel (without otherwise affecting the rights of the Parties under the applicable indemnification provision under this Agreement) at its own expense unless: (a) the Indemnified Party and the Indemnifying Party shall have mutually agreed to the retention of such counsel; (b) the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party; or (c) the named parties to any such proceeding (including the pleaded parties) include both the Indemnifying Party and the Indemnified Party, and representation of both such parties by the same counsel would be inappropriate in the opinion of the Indemnified Party's counsel, acting reasonably, due to actual or potential differing interests between them; in any such case, one firm of lawyers separate from the Indemnifying Party's counsel may be retained to represent the Indemnified Parties at the Indemnifying Party's expense. Any settlement of such a Third Party Claim, the defense of which has been assumed by the Indemnifying Party, shall not, unless such settlement does not prejudice the Indemnified Party in any way, be entered into by the Indemnifying Party without prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. (3) If: (a) the Indemnifying Party fails to assume control of the defence, negotiation and (if possible) settlement of any Third Party Claim by the Assumption Deadline pursuant to Section 9.1(2) above; or (b) the Indemnifying Party, having elected to assume control of the defence, negotiation and (if possible) settlement of a Third Party Claim, thereafter fails to defend the Third Party Claim within a reasonable time; the Indemnified Party shall be entitled to assume such control and shall, subject to Section 9.1(4), have the right to contest, settle or pay the amount claimed, except that the Indemnified Party in this circumstance is neither authorized nor approved to incorporate into any such contest, settlement or payment any covenant, warranty, representation or admission on the part of the Indemnifying Party. The Indemnifying Party shall be liable for and shall indemnify the Indemnified Party for all Losses relating to such Third Party Claim including all Losses incurred in the course of the Indemnified Party contesting and/or settling such Third Party Claim pursuant to this Section. (4) Whether or not the Indemnifying Party assumes control of the defence, negotiation and (if possible) settlement of any Third Party Claim, neither the Indemnifying Party nor the Indemnified Party shall settle, enter any consent order, or make any other compromise or material admission of liability in respect of any Third Party Claim without the written consent of the other such Person, as the case may be (which consent shall not be unreasonably withheld, delayed or conditioned) unless the Person from whom such consent is required pursuant to this Section 9.1(4) has provided a written waiver of its rights in respect of the Third Party Claim. (5) With respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 (“all Third Party Claims”) shall be governed by and contingent upon , the following additional terms and conditions: if an Indemnified Party shall receive notice cooperate in all reasonable respects with the Indemnifying Party in connection with any Third Party Claims and the defense, negotiation and/or settlement thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of records and information reasonably relevant to the applicable Third Party Claim, making applicable Related Parties available on a mutually convenient basis to provide additional information, to provide explanation of any material provided under this Agreement and/or to provide assistance and testimony where same is of material assistance in evaluating, defending, negotiating and/or settling the Third Party Claim. If the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall give Company notice of not, without first waiving the indemnity as to such claim, admit any liability with respect to, or settle, compromise, or discharge, the Third Party Claim promptly after Claim, without the receipt by the Indemnifying Party's prior written consent; provided that admissions of facts which an Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference may reasonably be required to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice make shall not release Company from any be deemed to be admissions of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7liability. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified The Indemnifying Party and Company, then the Indemnified Party shall keep each other fully advised with respect to the status of the defence, negotiation and/or settlement of the Third Party Claim including supplying copies of all relevant documentation reasonably promptly as it becomes available. (6) The Parties shall cooperate with each other with respect to resolving any Claim or Losses with respect to which one Party is obligated to indemnify the other Party under this Agreement, including by taking reasonable efforts to mitigate or resolve any such Claim and/or Losses. (7) Upon payment of the Third Party Claim, the Indemnifying Party shall be entitled subrogated to retain its or his own counsel in each jurisdiction for which all Claims the Indemnified Party may have relating thereto. The Indemnified Party shall give such further assurances and cooperate with the Indemnifying Party to permit the Indemnifying Party to pursue such subrogated claims as reasonably determines counsel is required, at requested by it. (8) If the reasonable expense of Company. In Indemnifying Party has paid an amount pursuant to the event Company exercises indemnification obligations herein and the right to undertake Indemnified Party shall subsequently be reimbursed from any such defense against any such Third Party Claim as provided abovesource in respect of the Third Party Claim, the Indemnified Party shall cooperate with Company in such defense and make available promptly pay the amount of the reimbursement (including interest actually received) to Companythe Indemnifying Party, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably net of taxes required to be paid by Company. Similarly, in the event the Indemnified Party is, directly as a result of such payment and plus any taxes saved or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with recovered by the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount result of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestpayment.

Indemnification Procedure. The obligations and liabilities For purposes of Company administering the indemnification provisions set forth in this Article IX, the following procedure shall apply: (a) Whenever a Claim shall arise under this Article 7 with respect IX, the party entitled to Losses arising from claims of any third party which are subject to indemnification (the indemnification provided for in this Article 7 (“Third Party ClaimsIndemnified Party”) shall be governed by promptly and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice in no event later than ten (10) days after becoming aware of any Third Party such a Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of party from whom indemnification is sought (the receipt “Indemnifying Party”) setting forth in reasonable detail, to the extent then available, the facts concerning the nature of such notice, Company shall be entitled to assume Claim and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for basis upon which the Indemnified Party reasonably determines counsel believes that it is requiredentitled to indemnification hereunder, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in that the Indemnified Party’s possession or under failure to do so shall not preclude it from seeking indemnification hereunder unless such failure has materially prejudiced the Indemnified Indemnifying Party’s control relating thereto as ability to defend such Claim. (b) In the event of any Claim hereunder resulting from or in connection with any Claim brought by a third party, the Indemnifying Party shall be entitled, at its sole expense, either: (i) to participate therein, or (ii) to assume the entire defense thereof with counsel who is selected by it and who is reasonably required by Company. Similarly, in the event satisfactory to the Indemnified Party is, directly or indirectly, conducting provided that: (A) the defense against any such Third Indemnifying Party Claim, Company shall cooperate with agrees in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of such defense and make available to the Indemnified PartyClaim, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may and (B) no settlement shall be settled by Company on behalf of the Indemnified Party made without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldwithheld (except that no such consent shall be required if the claimant is entitled under the settlement to only monetary damages to be paid solely by the Indemnifying Party); provided. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Claim, the Indemnifying Party shall not be liable to the Indemnified Party under this Article IX for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation or of assistance as contemplated by this Section 9.4 If, however, (1) the Claim would, if successful, result in the event that imposition of damages for which the Indemnifying Party would not be solely responsible hereunder, or (2) representation of both parties by the same counsel would otherwise be inappropriate due to actual or potential conflicts of interest between them, then the Indemnifying Party shall not be entitled to assume the entire defense and each party shall be entitled to retain counsel (in the case of Clause (A) of this sentence, at their own expense) who shall cooperate with one another in defending against such Claim. (c) If the Indemnifying Party does not choose to defend against a Claim by a third party, the Indemnified Party does not may defend against such Claim in such manner as it deems appropriate or settle such Claim (after giving notice thereof to the Indemnifying Party) on such terms as the Indemnified Party may deem appropriate, and the Indemnified Party shall be entitled to periodic reimbursement of expenses incurred in connection therewith and prompt indemnification from the Indemnifying Party, including reasonable attorneys’ fees, in accordance with this Article IX. (d) The Indemnifying Party will not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to any such settlement that would provide it with entry of judgment which does not include, as an unconditional term thereof, the giving by the claimant to the Indemnified Party of a full release from indemnified Losses all liability with respect to such Claim. (e) In any event, the Indemnifying Party and would not require it the Indemnified Party shall cooperate in the defense of any Claim subject to takethis Section 9.4 and the records of each shall be available to the other with respect to such defense (except to the extent counsel of a party advises non-disclosure is reasonably necessary to preserve the attorney-client privilege or similar doctrine, or refrain from taking, any action, Company’s liability for indemnification shall not exceed including the amount of such proposed settlementwork-product doctrine). The Indemnified Party will refrain from any act or omission that is inconsistent with and the position taken by Company Indemnifying Party shall each render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of a Third any such Claim. (f) Upon making any payment to an Indemnified Party Claim unless in respect of any Claim, the Indemnifying Party will, the extent of such payment, be subrogated to all rights of the Indemnified Party determines that (and its Affiliates) against any third party in respect of the Claim to which such act or omission is payment relates. Such Indemnified Party (and its Affiliates) and Indemnifying Party will execute upon request all instruments reasonably necessary to protect its own interestevidence or further perfect such subrogation rights. (g) Neither Buyer nor Seller shall be deemed to have notice of any Claim by reason of any knowledge acquired on or prior to the Closing Date by an employee of the Station unless express evidence is available establishing actual notice to either party.

Indemnification Procedure. The obligations and liabilities If any Party hereto discovers or otherwise become aware of Company under this Article 7 a claim with respect to Losses arising from claims which a claim for indemnification may be made pursuant to Sections 4.1.1 or 4.1.2 of this Agreement (including any third party which are subject to claim) (the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an "Indemnified Party shall receive notice of any Third Party ClaimParty"), the such Indemnified Party shall give Company written notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which other Party (the "Indemnifying Party"), specifying such right of indemnification is claimed or arises)claim; provided, however, that the failure of any Indemnified Party to provide such give notice as provided herein shall not release Company from relieve the Indemnifying Party of any of its obligations under this Article 7 except hereunder to the extent Company the Indemnifying Party is materially not Materially prejudiced thereby. Further, promptly after receipt by such failure and shall not relieve Company from any other obligation or liability that it may have to any an Indemnified Party otherwise than under hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article 7. Upon Section 4, such Indemnified Party shall, if a claim in respect thereof is to be made against any Indemnifying Party, give written notice to the Indemnified Party within five days latter of the receipt commencement of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choiceaction; provided, however, thatthat the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of any obligations hereunder to the extent the Indemnifying Party is not Materially prejudiced thereby. In case any such action is brought against an Indemnified Party, if there exists the Indemnifying Party shall assume the defense thereof to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after such notice from the Indemnifying Party to such Indemnified Party of its assumption of the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party for any legal or is other expenses subsequently incurred by the latter in connection with the defense thereof unless the Indemnifying Party has failed to assume the defense of such claim and to employ counsel reasonably likely satisfactory to exist such Indemnified Party. An Indemnifying Party who does not assume the defense of a conflict claim shall not be liable for the fees and expenses of interest that would make it inappropriate more than one counsel in any single jurisdiction for all parties indemnified by such Indemnifying Party with respect to such claim or with respect to claims separate but similar or related in the reasonable judgment same jurisdiction arising out of such counsel for the same counsel general allegations. Notwithstanding any of the foregoing to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided abovecontrary, the Indemnified Party shall cooperate with Company in such defense will be entitled to select its own counsel and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting assume the defense of any action brought against any such Third it if the Indemnifying Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available fails to select counsel reasonably satisfactory to the Indemnified Party, at Company’s expense, all the expenses of such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required defense to be paid by the Indemnified Indemnifying Party. No such Third Indemnifying Party Claim may be settled by Company on behalf shall consent to entry of the Indemnified Party any judgment or enter into any settlement with respect to a claim without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld); provided, however, in or unless such judgment or settlement includes as an unconditional term thereof the event that giving by the claimant or plaintiff to such Indemnified Party does not of a release from all liability with respect to such claim. No Indemnified Party shall consent to entry of any judgment or enter into any settlement of any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third which has been assumed by an Indemnifying Party, without the consent of such Indemnifying Party, which consent shall not be unreasonably withheld or delayed. All costs and expenses to be paid by an Indemnifying Party Claim unless the on behalf of an Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestshall be paid on a current basis as incurred.

Indemnification Procedure. The obligations and liabilities of Company (a) In the event that any Person entitled to indemnification under this Article 7 Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any Proceeding by any Person who is not a Party or an Affiliate of a Party (a “Third Party Claim”) against such Indemnified Party, with respect to Losses arising from claims of any third party which are subject a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party will give written notice regarding such Third Party Claim to the indemnification provided for in this Article 7 (“Third Indemnifying Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice within 30 days after learning of any such Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, provided that the failure to provide such notice shall so notify an Indemnifying Party will not release Company from any relieve the Indemnifying Party of its obligations under this Article 7 ARTICLE 10. except the extent (and only to the extent Company extent) that the Indemnifying is materially prejudiced by reason of such failure failure, and shall will not relieve Company such Indemnifying Party from any other obligation or liability that it may have to any an Indemnified Party otherwise other than under this Article 7. Upon written notice to the Indemnified ARTICLE 10. (b) The Indemnifying Party within five days of the receipt of such notice, Company shall will be entitled to assume and control participate in the defense of such Third Party Claim at such Indemnifying Party’s expense (which expenses will not be applied against any indemnity limitation herein). The Indemnifying Party at its expense option will be entitled to assume the defense thereof (subject to the limitations set forth below) by (i) delivering written notice to the Indemnified Party of its election to assume the defense of such Third Party Claim within 15 days of receipt of notice from the Indemnified Party, (ii) appointing a nationally recognized and through reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense and (iii) entering into a written agreement with the Indemnified Party that the Indemnifying Party is unconditionally obligated to pay and satisfy any Losses which may arise with respect to such Third Party Claim and provides evidence of its ability to satisfy such obligation, in each case. in form and substance reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the preceding sentence, the Indemnified Party will have the sole right to assume the defense of and to settle such Third Party Claim. (c) If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel of its choice; providedchoice for such purpose, howeverand the fees and expenses of such separate counsel will be home by the Indemnified Party other than any fees and expenses of such separate counsel (i) that are incurred prior to the date the Indemnifying Party assumes control of such defense, that(ii) if the Indemnified Party reasonably will have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnified Party that are not available to the Indemnifying Party, or (iii) if the Indemnifying Party may have different, conflicting, or adverse legal positions or interests from the Indemnified Party with respect to such Third Party Claim. (d) Notwithstanding anything to the contrary contained herein, the Indemnifying Party will not be entitled to assume the defense of a Third Party Claim (and the Indemnified Party will be entitled to maintain or assume control of the defense of such Third Party Claim) if (i) the Third Party Claim relates to or involves any criminal or quasi criminal Proceeding, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to or injure the Indemnified Party’s reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party, (iv) the Indemnified Party reasonably believes that the Losses relating to the claim could exceed the maximum amount that such Indemnified Party would then be entitled to recover under this ARTICLE 10, (v) the Third Party Claim invokes Taxes, (vi) there exists or is would, or could reasonably likely to be expected to, exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel the Indemnified Party for the same counsel to represent both the Indemnified Party and Companythe Indemnifying Party, then (vii) the Indemnified Party shall be entitled elects to retain its pursue one or his own counsel more defenses or counterclaims available to it that are inconsistent with one or more of those that are being pursued by the Indemnifying Party in each jurisdiction for which respect of such Third-Party Claim or any litigation relating thereto, (viii) the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in involves a material customer or material supplier of the Indemnified Party’s possession , or under (ix) the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in Indemnifying Party fails to vigorously defend the event Third Party Claim. (e) If the Indemnified Indemnifying Party is, directly or indirectly, conducting will assume the defense against of any such Third Party Claim, Company shall cooperate with the Indemnified Indemnifying Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without will obtain the prior written consent of the Indemnified Party before entering into any settlement of, consenting to the entry of any judgment with respect to or ceasing to defend such Third Party Claim. (which consent shall not be unreasonably withheld); provided, however, f) The indemnification required hereunder in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense respect of a Third Party Claim unless will be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or within 10 days following the Indemnifying Party’s receipt of notice that Losses have been incurred. (g) Notwithstanding the provisions of Section 11.13, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. (h) The Indemnifying Party will not be entitled to require that any Proceeding be made or brought against any other Person before a Proceeding is brought or claim is made against it hereunder by the Indemnified Party. (i) In the event any Indemnified Party has a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party determines will deliver notice of such claim with reasonable promptness to the Indemnifying Party, provided that the failure to so notify an Indemnifying Party will not relieve the Indemnifying Party of its obligations under this ARTICLE 10 except to the extent (and only to the extent) that the Indemnifying Party is materially prejudiced by reason of such act failure, and will not relieve such Indemnifying Party from any other obligation that it may have to an Indemnified Party other than under this ARTICLE 10. If the indemnifying Party does not notify the Indemnified Party within 10 days following its receipt of such notice that the Indemnifying Party disputes its Liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party in such notice will be conclusively deemed a Liability of the Indemnifying Party hereunder and the Indemnifying Party will pay the amount of such Liability to the Indemnified Party on demand. (j) If the Indemnifying Party agrees that it has an indemnification obligation under this ARTICLE 10 but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the Indemnifying Party will pay such lesser amount promptly to the Indemnified Party, without prejudice to or omission is reasonably necessary to protect its own interestwaiver of the Indemnified Party’s claim for the difference.

Indemnification Procedure. The obligations and liabilities of Company (A) Promptly after receipt by an indemnified party under this Article 7 with respect to Losses arising from claims Section 1.3 of notice of the threat or commencement of any third action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.3, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which are subject it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 1.3 or to the indemnification provided for in this Article 7 extent it is not prejudiced as a result of such failure. (“Third Party Claims”B) shall be governed by In case any such action is brought against any indemnified party and contingent upon the following additional terms and conditions: if such indemnified party seeks or intends to seek indemnity from an Indemnified Party shall receive notice of any Third Party Claimindemnifying party, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossindemnifying party will be entitled to participate in, if knownand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such right of indemnification is claimed or arises)indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the failure positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to provide such notice shall not release Company it or other indemnified parties that are different from any of its obligations under this Article 7 except or additional to those available to the extent Company is materially prejudiced by such failure and indemnifying party, the indemnified party or parties shall not relieve Company from any other obligation or liability that it may have the right to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled select separate counsel to assume such legal defenses and control to otherwise participate in the defense of such Third Party Claim at its expense and through counsel action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its choice; providedelection so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 1.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless: (I) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent indemnifying party shall not be unreasonably withheld); providedliable for the expenses of more than one separate counsel, howeverapproved by such indemnifying party representing all of the indemnified parties who are parties to such action) or (II) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the event that reasonable fees and expenses of counsel shall be at the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takeexpense of the indemnifying party. Notwithstanding the provisions of this Section 1.3, or refrain from taking, any action, Company’s liability for indemnification the Holder shall not exceed be liable for any indemnification obligation under this Agreement in excess of the amount of such proposed settlement. The Indemnified Party will refrain net proceeds received by the Holder from any act or omission that is inconsistent with the position taken by Company in sale of the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestShares.

Indemnification Procedure. The obligations and liabilities of Company Each party entitled to indemnification under this Agreement (the "Indemnified Party") shall give prompt notice to the party (the "Indemnifying Party") required to provide indemnification under this Agreement after such Indemnified Party has received actual knowledge of any third-party claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at Indemnifying Party's expense) to assume the defense of any claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense, but only at such Indemnified Party's expense; and provided, further, that the omission by any Indemnified Party to give prompt notice as provided in this Article 7 IX shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, except to the extent that the omission results in a failure of actual prompt notice to the Indemnifying Party and such Indemnifying Party is damaged as a result of the failure to give prompt notice. No Indemnifying Party, in the defense of the such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability with respect to Losses arising from claims such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any third party which are subject to the indemnification matter as provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claimsection 9.2, the Indemnified Party shall give Company notice of have the full right to defend against any such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if knownclaim or demand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume settle or agree to pay in full such claim or demand in the Indemnified Party's sole discretion. In any event, the Indemnified Party, Indemnifying Party, Empire and control the Sellers shall each cooperate in the defense of such Third Party Claim at its expense action and through counsel the records of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party each shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all other with respect to such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestdefense.

Indemnification Procedure. The obligations and liabilities of Company under this Article 7 with respect (a) If any Indemnified Party believes that it has incurred any Losses for which such Indemnified Party may be entitled to Losses arising from claims of indemnification, whether or not any third party which are subject to the indemnification provided for applicable dollar limitation specified in this Article 7 (“Third Party Claims”) shall be governed by VII has been exceeded, such Indemnified Party, if a Parent Indemnified Party, will so notify the Stockholders’ Representative, or, if a Participating Stockholder Indemnified Party, will so notify Parent, promptly in writing specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claimdescribing such Losses, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossthereof, if known, or a good faith estimate of the amount, and the method of computation thereofof such Losses, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)all with reasonable particularity; provided, however, that the any failure by an Indemnified Party to provide such give timely, complete or accurate notice as provided in this Section 7.3(a) shall not release Company from limit any of its obligations Indemnified Party’s rights to indemnification under this Article 7 VII, except to the extent Company is materially prejudiced by such failure damages or prejudices any Person entitled to receive such notice vis-à-vis its rights and shall not relieve Company from obligations hereunder or otherwise. After the giving of any other obligation or liability that it may have such notice pursuant hereto, the amount of indemnification to any Indemnified Party otherwise than which a Person will be entitled under this Article 7VII will be determined by a Final Determination or by any other means to which Parent and the Stockholders’ Representative may agree in writing. Upon written notice to the The Indemnified Party within five days will have the burden of proof in establishing the amount of Losses suffered by such Person. (b) Promptly following receipt of notice of the receipt assertion or commencement by any Person (other than any Indemnified Party) of such notice, Company shall any claim or Legal Proceeding with respect to which an Indemnified Party may be entitled to assume indemnification or any other remedy pursuant to this Article VII (a “Third-Party Claim”), such Indemnified Party shall notify the Stockholders’ Representative or Parent, as applicable, in accordance with Section 7.3(a) and control the defense of provide such Third Person with reasonable access to all relevant information and documentation relating to such Third-Party Claim at within such Indemnified Party’s possession or under its expense and through counsel of its choicereasonable control; provided, however, thatthat any failure by an Indemnified Party to give timely, if there exists complete or is reasonably likely accurate notice as provided in Section 7.3(a) or such access shall not limit any Indemnified Party’s rights to exist indemnification under this Article VII, except to the extent such failure damages or prejudices any Person entitled to receive such notice vis-à-vis its rights and obligations hereunder or otherwise. (c) Within 10 Business Days of delivery of a conflict of interest that would make it inappropriate in written notice pursuant to Section 7.3(b), the reasonable judgment Indemnifying Party may elect by written notice delivered to Parent or the Stockholders’ Representative, as applicable, to assume the defense of such counsel for Third-Party Claim. If the same counsel to represent both Indemnifying Party makes the foregoing election, an Indemnified Party and Companywill have the right to participate at its own expense in all proceedings. If the Indemnifying Party does not make such election within such period or fails to diligently contest such Third-Party Claim after such election, then the Indemnified Party shall be entitled free to retain its or his own counsel in each jurisdiction for which handle the defense of any such Claim; provided that the Indemnified Party reasonably determines counsel is requiredwill (i) take all necessary steps to contest such Third-Party Claim to conclusion or settlement, (ii) notify the Indemnifying Party of the progress of such Third-Party Claim, (iii) permit the Indemnifying Party, at the sole cost of the Indemnifying Party, to participate in such defense, (iv) provide the Indemnifying Party with reasonable expense of Company. In the event Company exercises the right access to undertake any all relevant information and documentation relating to such defense against any such Third Third-Party Claim as provided aboveand the defense thereof, and (v) not enter into any settlement with respect to such Third-Party Claim without obtaining the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned, or delayed) unless (i) the Indemnifying Party is given a full and complete release of any and all liability by all relevant parties to such Third-Party or (ii) the damages payable under the settlement are limited to monetary payments and the Indemnified Party shall has given prior written notice to the Indemnifying Party of the terms of such settlement. In any case, the party not in control of the Third-Party Claim will cooperate reasonably with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information the controlling party in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting conduct of the defense against any of such Third Third-Party Claim, Company shall cooperate with the Indemnified . (d) The Indemnifying Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without must obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, howeverconditioned, in the event that or delayed) prior to entering into any settlement with respect to a Third-Party Claim unless (i) the Indemnified Party does not consent is given a full and complete release of any and all liability by all relevant parties to such Third-Party Claim and (ii) the damages payable under the settlement are limited to monetary payments and the Indemnifying Party has given prior written notice to the Indemnified Party of the terms of such settlement. (e) If an Indemnified Party is indemnified hereunder (including through cancelation of Escrow Shares or offset against Contingent Payments) with respect to any Losses, then such settlement Indemnifying Party will be subrogated, to the extent of such indemnification, to all related rights and remedies of such Indemnified Party under any insurance policy or otherwise against or with respect to such Losses, except with respect to amounts not yet recovered by such Indemnified Party (or such other Person entitled to indemnification hereunder) under any such insurance policy or otherwise that would provide it with a full release from indemnified already have been netted against such Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed purposes of determining the indemnifiable amount of such proposed settlementLosses. The Promptly following such Indemnifying Party’s request, such Indemnified Party will refrain from take all reasonably necessary, proper or desirable actions (including the execution and delivery of any act or omission that is inconsistent with document reasonably requested) to accomplish the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestforegoing.

Indemnification Procedure. The obligations and liabilities of Company under When required to indemnify an indemnified Party (the “Indemnified Party”) in accordance with Section 9.2 or this Article 7 with respect to Losses arising from claims of any third party which are subject to Section 10, the indemnification provided for Operator or the Owner, as applicable (in this Article 7 (such capacity, the “Third Party ClaimsIndemnifying Party”) shall be governed by and contingent upon the following additional terms and conditions: if an assume on behalf of such Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, conduct with due diligence and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control good faith the defense of any Claim against such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Companyshall bear the expense thereof, then whether or not the Indemnified Indemnifying Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is requiredjoined therein, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, and the Indemnified Party shall cooperate with Company the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and make available to Companysettlement of such Claim, at Company’s expenseprovided, all witnesseshowever, pertinent records, materials and information in that without relieving the Indemnified Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s possession right to control the defense or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlysettlement thereof, in the event the Indemnified Party is, directly or indirectly, conducting may elect to participate through separate counsel in the defense against of any such Third Party Claim, Company but the fees and expenses of such counsel by such Indemnified Party shall cooperate with be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, (b) the Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in the conduct of the defense of such Claim (in which case the Indemnifying Party shall not have the right to control the defense and make available or settlement of such Claim on behalf of such Indemnified Party) or (c) the Indemnifying Party shall not have employed counsel reasonably acceptable to the Indemnified PartyParty to assume the defense of such Claim within a reasonable time after notice of the commencement thereof. In each of such cases set forth in the second sentence of this paragraph, the reasonable fees and expenses of counsel shall be at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as the expense of the Indemnifying Party except where the Indemnifying Party is reasonably ultimately deemed not to have been required to provide the indemnity sought by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. The obligations and liabilities If a party entitled to indemnification hereunder (“Indemnified Party”) is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of Company indemnification under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 8A (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include whether or not the amount of the Lossclaim is then quantifiable), such Indemnified Party shall promptly give written notice thereof, describing in reasonable detail the nature of the claim, demand or circumstance, to the other party (“Indemnitor”), and the Indemnified Party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if knownany, that the Indemnitor's rights shall have been prejudiced or the Indemnitor's liability shall have been materially increased thereby; and method of computation thereofprovided, further, that with respect to representations and containing a reference warranties contained in or made pursuant to this Agreement notice must be given prior to the provisions end of this Agreement the twelve (12) month survival period set forth in respect of which Section 8A.6 below. In case any such right of indemnification action, suit or proceeding is claimed or arises); brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the Indemnified Party, provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain participate in any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party's counsel, representation by the Indemnitor's counsel may present a conflict of interest or his own counsel in each jurisdiction for which there may be defenses available to the Indemnified Party reasonably determines counsel is required, at which are different from or in addition to those available to the reasonable expense of CompanyIndemnitor. In no event shall Indemnitor be liable for the event Company exercises fees and expenses of more than one counsel, separate from its own counsel, for all Indemnified Parties in connection with any one action or separate but similar or related actions in the right same jurisdiction arising out of the same allegations or circumstances. The Indemnitor will not settle or compromise any claim, action, suit or proceeding which would give rise to undertake the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance reasonably satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any such defense against any such Third Party Claim claim, action, suit or proceeding as provided abovein this Section 8A.3, the Indemnified Party shall cooperate with Company in such defense and make available be permitted to Company, at Company’s expense, all witnesses, pertinent records, materials and information join in the Indemnified Party’s possession defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlyproceeding, in the event the Indemnified Party ismay defend against such claim, directly action, suit or indirectlyproceeding in such manner as it may deem appropriate, conducting the defense against any such Third Party Claim, Company shall cooperate with the provided that an Indemnified Party in such defense and make available shall not settle or compromise any claim, action, suit or proceeding which would give rise to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or Indemnitor's liability under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party its indemnity without the prior written consent of the Indemnified Party (Indemnitor, which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. The obligations and liabilities of Company (a) If a Buyer Indemnified Party or a Seller Indemnified Party seeks indemnification under this Article 7 with respect IX, such party (the “Indemnified Party”) shall give written notice to Losses arising from claims the other party (the “Indemnifying Party”) of the facts and circumstances giving rise to the claim. In that regard, if any Action, Liability or obligation shall be brought or asserted by any third party which are subject which, if adversely determined, would entitle the Indemnified Party to the indemnification provided for in indemnity pursuant to this Article 7 IX (a “Third Third-Party ClaimsClaim”) shall be governed by and contingent upon ), the following additional terms and conditions: if an Indemnified Party shall receive notice promptly notify the Indemnifying Party of any Third such Third-Party Claim in writing, specifying the basis of such claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all necessary expenses. If the Indemnifying Party elects to assume control of the defense of a Third-Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after have the receipt right to employ counsel separate from counsel employed by the Indemnified Indemnifying Party of in any such notice (which notice shall include action and to participate in the amount of the Loss, if known, and method of computation defense thereof, but the fees and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment expenses of such counsel for the same counsel to represent both the Indemnified Party and Company, then employed by the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which at the expense of the Indemnified Party. All claims other than Third-Party Claims (a “Direct Claim”) may be asserted by the Indemnified Party reasonably determines counsel is required, at giving notice to the reasonable expense of CompanyIndemnifying Party. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided aboveAbsent an emergency or other extenuating circumstance, the Indemnified Party shall cooperate with Company in give written notice to the Indemnifying Party of such defense and make available Direct Claim prior to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the taking any material actions to remedy such Direct Claim. (b) In no event shall the Indemnified Party is, directly pay or indirectly, conducting the defense against enter into any such Third Party Claim, Company shall cooperate settlement of any claim or consent to any judgment with the Indemnified Party in such defense and make available respect to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third any Third-Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Indemnifying Party (which consent shall not be unreasonably withheld); provided, however, in conditioned or delayed) if such settlement or judgment would require the event that Indemnifying Party to pay any amount. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnified Party does not consent to any so long as (i) such settlement or judgment involves monetary damages only and (ii) a term of the settlement or judgment is that would provide it with a full release from indemnified Losses and would not require it to take, the Person or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of Persons asserting such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Third-Party Claim unless unconditionally release all Indemnified Parties from all liability with respect to such claim; otherwise the consent of the Indemnified Party determines that such act shall be required in order to enter into any settlement of, or omission is reasonably necessary consent to protect its own interestthe entry of a judgment with respect to, any Third-Party Claim, which consent shall not be unreasonably withheld, conditioned or delayed.

Indemnification Procedure. The obligations and liabilities of Company (A) Promptly after receipt by an indemnified party under this Article 7 with respect to Losses arising from claims Section 7.3 of notice of the threat or commencement of any third action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which are subject it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.3 or to the indemnification provided for in this Article 7 extent it is not prejudiced as a result of such failure. (“Third Party Claims”B) shall be governed by In case any such action is brought against any indemnified party and contingent upon the following additional terms and conditions: if such indemnified party seeks or intends to seek indemnity from an Indemnified Party shall receive notice of any Third Party Claimindemnifying party, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossindemnifying party will be entitled to participate in, if knownand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such right of indemnification is claimed or arises)indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the failure positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to provide such notice shall not release Company it or other indemnified parties that are different from any of its obligations under this Article 7 except or additional to those available to the extent Company is materially prejudiced by such failure and indemnifying party, the indemnified party or parties shall not relieve Company from any other obligation or liability that it may have the right to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled select separate counsel to assume such legal defenses and control to otherwise participate in the defense of such Third Party Claim at its expense and through counsel action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its choice; providedelection so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless: (I) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent indemnifying party shall not be unreasonably withheld); providedliable for the expenses of more than one separate counsel, howeverapproved by such indemnifying party representing all of the indemnified parties who are parties to such action) or (II) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the event that reasonable fees and expenses of counsel shall be at the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takeexpense of the indemnifying party. Notwithstanding the provisions of this Section 7.3, or refrain from taking, any action, Company’s liability for indemnification the Purchaser shall not exceed be liable for any indemnification obligation under this Agreement in excess of the amount of such proposed settlement. The Indemnified Party will refrain gross proceeds received by the Purchaser from any act or omission that is inconsistent with the position taken by Company in sale of the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestShares.

Indemnification Procedure. The obligations and liabilities of Company (a) Any person obligated to provide indemnification under this Article 7 VI (“Indemnifying Party” for the purpose of this Section 6.4) shall not be liable under the indemnification provisions of this Article VI with respect to Losses arising from claims any claim made against a party entitled to indemnification under this Article VI (“ Indemnified Party” for the purpose of this Section 6.) unless such indemnified Party shall have notified the Indemnifying Party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such party shall have received notice of such service on any designated agent), but failure to notify the Indemnifying Party of any third party such claim shall not relieve the Indemnifying Party from any liability which are subject it may have to the Indemnified Party against whom such action is brought otherwise than on account of the indemnification provided for in provision of this Article 7 (“Third VI. In case any such action is brought against the Indemnified Party, the Indemnifying Party Claims”) will be entitled to participate, at its own expense, in the defense thereof. The Indemnifying Party also shall be governed by and contingent upon entitled to assume the following additional terms and conditions: if an defense thereof, with counsel satisfactory to the party named in the action. After notice from the Indemnifying Party to the Indemnified Party shall receive notice of any Third Party Claimthe Indemnifying Party’s election to assume the defense thereof, the Indemnified Party shall give Company notice bear the fees and expenses of such Third Party Claim promptly after the receipt any additional counsel retained by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if knownParty, and method of computation thereof, and containing a reference the Indemnifying Party will not be liable to the provisions of such party under this Agreement in respect of which such right of indemnification is claimed for any legal or arises); provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced other expenses subsequently incurred by such failure party independently in connection with the defense thereof other than reasonable costs of investigation, unless: (i) the Indemnifying Party and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the lndemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. A successor by law of the receipt of such notice, Company parties to this Agreement shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf benefits of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, indemnification contained in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlementthis Article VT. The Indemnified Party will refrain from indemnification provisions contained in this Article VI shall survive any act or omission that is inconsistent with the position taken by Company in the defense termination of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestthis Agreement.

Indemnification Procedure. The obligations and liabilities (a) Promptly after receipt by a Purchaser Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to as an "Indemnified Party") of Company under this Article 7 notice by a third party (including any Governmental Entity) of any complaint or the commencement of any Proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Losses arising from claims of any third party which are subject to or Seller Losses, as the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an case may be, such Indemnified Party shall receive notify Purchaser, Superfly or Seller, as the case may be (the "Indemnifying Party"), promptly following the Indemnified Party's receipt of such complaint or of notice of any Third Party Claim, the Indemnified Party shall give Company notice commencement of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)Proceeding; provided, however, that the failure to provide such notice so notify the Indemnifying Party shall not release Company relieve the Indemnifying Party from any of its obligations liability under this Article 7 except Agreement with respect to such claim only if, and only to the extent Company is materially prejudiced by that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon the right, upon written notice delivered to the Indemnified Party within five 10 days of thereafter assuming full responsibility for any Purchaser Losses or Seller Losses, as the receipt of case may be, resulting from such noticeProceeding, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through Proceeding, including the employment of counsel of its choice; provided, however, that, if there exists or is reasonably likely satisfactory to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Companythe payment of the fees and disbursements of such counsel. If, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided abovehowever, the Indemnified Indemnifying Party shall cooperate with Company in such defense and make available declines or fails to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting assume the defense against any such Third Party Claim, Company shall cooperate with of the Indemnified Party in such defense and make available Proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 10 day period, then such Indemnified Party may employ counsel to represent or defend it in any such Proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however; that the Indemnifying Party will not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single Proceeding. In any Proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at Company’s such party's own expense, all such witnesses, records, materials and information in Company’s possession . The Indemnifying Party or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third , as the case may be, will at all times use reasonable efforts to keep the Indemnifying Party Claim or the Indemnified Party, as the case may be settled by Company on behalf be, reasonably apprised of the status of the defense of any matter the defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, unless (i) the Indemnifying Party fails to assume and maintain the defense of such claim pursuant to or (ii) such settlement, compromise or consent includes an unconditional release of the Indemnifying Party from all liability arising out of such claim. An Indemnifying Party may not, without the prior written consent of the Indemnified Party Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (which i) such settlement, compromise or consent shall not be unreasonably withheld); provided, however, in the event that includes an unconditional release of the Indemnified Party from all liability arising out of such claim, (ii) does not consent contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party and (iii) does not contain any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of its Affiliates. (c) In the event any Indemnified Party should have a claim for indemnity against any Indemnifying Party that does not involve a third party claim, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. Such notice shall specify the basis for such claim. The failure by any Indemnified party so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any claim made pursuant to this , it being understood that notices for claims in respect of a breach of a representation or warranty must be delivered prior to the expiration of the survival period for such settlement representation or warranty under . If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of such notice that would provide it with a full release from indemnified Losses and would not require it the Indemnifying Party disputes its liability to takethe Indemnified Party under this , or refrain from takingthe amount thereof, any actionthe claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this , Company’s liability for indemnification and the Indemnifying Party shall not exceed pay the amount of such proposed settlementliability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. The If the Indemnifying Party has timely disputed its liability with respect to such claim as provided above, as promptly as possible, the Indemnifying Party and the Indemnified Party will refrain from establish the merits and amount of such claim (by mutual agreement, litigation, arbitration or otherwise) and, within five (5) Business Days of the final determination of the merits and amount of such claim, the Indemnifying Party will pay to the Indemnified Party immediately available funds in an amount equal to such claim as determined hereunder. (d) Notwithstanding the foregoing provisions or any act other provision in this Agreement to the contrary, in connection with any Proceedings subject to , Purchaser Indemnified Parties shall be entitled to, at its option: (i) approve the Indemnifying Party's choice of counsel to Purchaser Indemnified Parties satisfaction in their sole discretion; or omission that is inconsistent with the position taken by Company in (ii) assume the defense of a Third such Proceedings, including the retention of counsel satisfactory to Purchaser Indemnified Parties in their sole discretion, the cost of which (including fees, expenses and disbursements) shall be borne by the Indemnifying Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestas provided in .

Indemnification Procedure. The obligations and liabilities of Company All claims by any Indemnified Party under this Article 7 with respect to Losses arising from claims of Annex C shall be asserted and resolved as follows: (a) In the event that (i) any third party which are subject claim, demand or proceeding is asserted or instituted in writing by any Person other than the parties to the indemnification provided Agreement or their Affiliates that could give rise to Damages for in this Article 7 (“Third which an Indemnifying Party Claims”) shall could be governed by and contingent upon the following additional terms and conditions: if liable to an Indemnified Party shall receive notice of any under the Agreement (such claim, demand or proceeding, a "Third Party Claim") or (ii) any Indemnified Party shall have a claim to be indemnified by any Indemnifying Party under the Agreement that does not involve a Third Party Claim (such claim, a "Direct Claim"), the Indemnified Party shall give Company promptly send to the Indemnifying Party a written notice specifying the nature of such Third Party Claim promptly after the receipt by claim, together with information reasonably available to the Indemnified Party of with respect to such notice claim (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises"Claim Notice"); provided, however, that a delay in notifying the failure to provide such notice S3-8 184 Indemnifying Party shall not release Company from any relieve the Indemnifying Party of its obligations under this Article 7 the Agreement, except to the extent that such failure shall have caused actual prejudice to the Indemnifying Party. In the case where the Company is materially prejudiced by such failure the Indemnified Party, either Philxxxx xx Chevron may assert an indemnity claim on behalf of the Company and each shall not relieve Company from any other obligation or liability that it may have to any be considered an Indemnified Party otherwise than under for purposes of this Article 7. Upon written notice Section 2.3 in connection with any Third Party Claim or Direct Claim for which the other is the Indemnifying Party. (b) In the event of a Third Party Claim, the Indemnifying Party shall have 30 days after receipt of the Claim Notice relating to such Third Party Claim to elect to undertake, conduct and control, through counsel of its own choosing (provided that such counsel is reasonably acceptable to the Indemnified Party within five days of Party) and at its own expense, the receipt of such notice, Company shall be entitled to assume and control the settlement or defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate (in which case the reasonable judgment of such counsel Indemnifying Party shall not thereafter be responsible for the same fees and expenses of any separate counsel to represent both the retained by any Indemnified Party except as set forth below). If the Indemnifying Party elects to undertake such defense, it shall promptly assume and Company, then the hold such Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which harmless from and against the Indemnified Party reasonably determines counsel is required, at the reasonable expense full amount of Company. In the event Company exercises the right to undertake any such defense against any Damages resulting from such Third Party Claim as to the extent provided aboveherein. If the Indemnifying Party elects to undertake such defense, (i) the Indemnified Party shall agrees to cooperate with Company the Indemnifying Party and its counsel in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any contesting such Third Party Claim, Company shall and, if appropriate and related to such Third Party Claim, the parties will reasonably cooperate with each other in connection with making any counterclaim against the Indemnified person asserting the Third Party in such defense and make available to the Indemnified PartyClaim, at Company’s expenseor any cross-complaint against any Person, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No (ii) such Third Party Claim may not be settled or compromised by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld)Indemnifying Party; provided, however, that in the event any Indemnified Party settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Party, such Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under this Annex C and (iii) the Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the third party asserting such claim to all Indemnified Parties of(A) unconditional release from all Liability with respect to such Third Party Claim or (B) consent to entry of any judgment. If the Indemnifying Party does not notify the Indemnified Party does not consent of its election to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in undertake the defense of a such Third Party Claim unless within 30 days after receipt of the Claim Notice relating to such Third Party Claim, the Indemnified Party determines shall have the right to contest, settle, compromise or consent to the entry of any judgment with respect to such Third Party Claim, and, in doing so, shall not thereby waive any right to indemnity therefor pursuant to this Annex C; provided, however, that at any time thereafter the Indemnifying Party may assume the defense of such act Third Party Claim. (c) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party within 30 days of receipt of a Claim Notice whether or omission not the Indemnifying Party disputes such claim. (d) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party the Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of such Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under S3-9 185 conditions that will not unreasonably interfere with the businesses and operations of such Indemnified Party. The Indemnifying Party will not, and shall cause its representatives not to, use (except in connection with such Claim Notice) or disclose to any third Person other than the Indemnifying Party's representatives (except as may be required by applicable laws) any information obtained pursuant to this Section 2.3, which is reasonably necessary to protect its own interestdesignated as confidential by the Indemnified Party.

Indemnification Procedure. The obligations and liabilities obligation of Company a party (the "Indemnifying Party") to indemnify any person or entity (the "Indemnified Party") under this Article 7 with respect to Losses arising 3.1 hereof is conditioned upon receiving from claims of any third party which are subject to the indemnification provided for in this Article 7 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company written notice of the assertion or institution of a claim arising from or related to any liability set forth in Article 3.1 hereof (a "Claim") or of the occurrence of an event which the Indemnified Party reasonably believes could lead to the assertion of a Claim, specifying in reasonable detail the nature and amount of such Third Party Claim Claim, promptly after the receipt by the Indemnified Party becomes aware of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed Claim or arises)event; provided, however, that the failure of the Indemnifying Party to provide receive such notice on a timely basis shall not release Company from any relieve the Indemnifying Party of its obligations under this Article 7 except obligation to indemnify hereunder only if and to the extent Company is materially prejudiced by that such failure and shall not relieve Company from any other obligation or liability that it may have is prejudicial to any Indemnified Party otherwise than under this Article 7its ability to defend such Claim. Upon written notice Subject to the Indemnified terms hereof, the Indemnifying Party within five days of shall have the receipt of such noticeabsolute right, Company shall be entitled to assume in its sole discretion and control the defense of such Third Party Claim at its expense and through sole expense, to elect to defend, settle or otherwise protect against any Claim with legal counsel of its choice; provided, however, that, if there exists or is own selection reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available satisfactory to the Indemnified Party, at Company’s expenseprovided, all such witnesseshowever, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party that no Claim may be settled by Company on behalf of the Indemnified Indemnifying Party without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld); provided. The Indemnified Party shall have the right, howeverbut not the obligation, to participate, at its own expense, in the defense of any Claim through counsel of its own and the fees and expenses of such counsel will be at the expense of such Indemnified Party unless (i) the Indemnifying Party specifically authorized the employment of such counsel and specifically agreed to pay such counsel's fees, (ii) the Indemnifying Party does not employ counsel that is reasonably satisfactory to the Indemnified Party, or there is a conflict of interest between the position of the Indemnifying Party on the one hand and the Indemnified Party on the other hand, or (iii) the Indemnifying Party fails to assume the defense or fails to contest such action in good faith, in any which case, if the Indemnified Party notifies the Indemnifying Party that it elects to employ separate counsel, the Indemnifying Party will not have the right to assume the defense of such Claim on behalf of the Indemnified Party and the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party. The Indemnified Party shall, and shall cause its affiliates to, at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make (subject to assertion of attorney-client and other applicable privileges) its employees available or otherwise render reasonable assistance to the Indemnifying Party in connection with its defense of any Claim. Subject to the next sentence, in the event that the Indemnified Party, without prior consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed), makes any settlement with respect to any Claim, the Indemnifying Party shall be discharged from all obligations under Article 3.1 hereof with respect to such Claim. In the event the Indemnifying Party fails timely to defend, contest or otherwise protect against any Claim or to contest any Claim in good faith, the Indemnified Party does shall have the right, but not the obligation, to defend, contest, assert cross claims or counterclaims or otherwise protect against the same, to make any compromise or settlement thereof, with the consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification of the Indemnifying Party which shall not exceed be unreasonably withheld or delayed, and to recover from the amount Indemnifying Party and be indemnified by the Indemnifying Party for the entire cost thereof, including, without limitation, legal expenses, disbursements and all amounts paid as a result of such proposed settlement. The Indemnified Party will refrain from any act Claim or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act compromise or omission is reasonably necessary to protect its own interestsettlement thereof.

Indemnification Procedure. The obligations and liabilities of Company Party making a claim for indemnification under this Article 7 with respect Section 13.1 is referred to Losses arising from as the “Indemnified Party” and the Party or other Persons against whom such claims are asserted under this Section 13 are referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Section 13 will be asserted and resolved as follows: (1) In the event that any right, demand, claim, action and cause of action, assertion, notice of claim or assertion, complaint, litigation, suit, proceeding, formal investigation, inquiry, audit or review of any third party nature, civil, criminal, regulatory, administrative or otherwise, or any grievance or arbitration (each, a “Claim”) is asserted or instituted in writing by any person or entity other than the Parties or their Affiliates that could give rise to Damages for which are subject an Indemnifying Party could be liable to the indemnification provided for in an Indemnified Party under this Article 7 Agreement (such Claim, a “Third Party ClaimsClaim”) shall be governed by and contingent upon ), the following additional terms and conditions: if an Indemnified Party shall receive will promptly send to the Indemnifying Party a written notice specifying the nature of any such Third Party Claim, together with all information reasonably available to the Indemnified Party shall give Company notice of with respect to such Third Party Claim promptly after the receipt by the Indemnified (a “Third Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arisesClaim Notice”); provided, however, that a delay in notifying the failure to provide such notice shall Indemnifying Party will not release Company from any relieve the Indemnifying Party of its obligations under this Article 7 Agreement, except to the extent Company is materially prejudiced by that such failure will have caused actual prejudice to the Indemnifying Party. (2) In the event of a Third Party Claim, the Indemnifying Party will have ten (10) business days after receipt of the Third Party Claim Notice relating to such Third Party Claim to elect to undertake, conduct and shall not relieve Company from any other obligation or liability control, through counsel of its own choosing (provided that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice such counsel is reasonably acceptable to the Indemnified Party within five days of Party) and at its own expense, the receipt of such notice, Company shall be entitled to assume and control the settlement or defense of such Third Party Claim at its expense (in which case the Indemnifying Party will not thereafter be responsible for the fees and through expenses of any separate counsel retained by any Indemnified Party except as set forth below). Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party will have the right to employ separate counsel, and the Indemnifying Party will bear the reasonable fees, costs and expenses of its choice; provided, however, that, if there exists or is reasonably likely such separate counsel if (i) the use of counsel chosen by the Indemnifying Party to exist represent the Indemnified Party would present such counsel with a conflict of interest that would make it inappropriate in interest, or (ii) the reasonable judgment of such counsel for the same Indemnifying Party will not have employed counsel to represent both the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. If the Indemnifying Party elects to undertake such defense, it will promptly assume and Company, then the hold such Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which harmless from and against the Indemnified Party reasonably determines counsel is required, at the reasonable expense full amount of Company. In the event Company exercises the right to undertake any such defense against any Damages resulting from such Third Party Claim as to the extent provided aboveherein. If the Indemnifying Party elects to undertake such defense, (x) the Indemnified Party shall agrees to cooperate with Company the Indemnifying Party and its counsel in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any contesting such Third Party Claim, Company shall cooperate with and, if appropriate and related to such Third Party Claim, the Indemnifying Party and the Indemnified Party will reasonably cooperate with each other in connection with defending such defense Third Party Claim, and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No (y) such Third Party Claim may not be settled or compromised by Company on behalf of the Indemnified Indemnifying Party without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld)withheld or delayed; provided, however, that in the event that any Indemnified Party settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Party, such Indemnified Party will be deemed to have waived all rights against the Indemnifying Party for indemnification under this Section 13. If the Indemnifying Party does not undertake the defense of such Third Party Claim, the Indemnified Party does not will have the right to contest, settle, compromise or consent to the entry of any judgment with respect to such settlement Third Party Claim, and, in doing so, will not thereby waive any right to recourse therefor pursuant to this Agreement; provided, however, that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, at any action, Company’s liability for indemnification shall not exceed time during the amount course of the matter the Indemnifying Party may assume the defense of such proposed settlement. The Third Party Claim by written notice of the same to the Indemnified Party will refrain from any act or omission that is inconsistent with Party. (3) In the position taken by Company in the defense event of a Third Party Claim, from and after the delivery of a Claim unless Notice under this Agreement, at the request of the Indemnifying Party, the Indemnified Party determines will grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of such Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates. All such access will be granted during normal business hours and will be granted under conditions that will not unreasonably interfere with the businesses and operations of such act Indemnified Party. The Indemnifying Party will not, and will cause its representatives not to, use (except in connection with such Claim Notice or omission such Third Party Claim) or disclose to any third person or entity other than the Indemnifying Party’s representatives (except as may be required by Law) any information obtained pursuant to this Section 13.1(c)(3), which is designated by the Indemnified Party as (or provided under circumstances in reasonably necessary to protect its own interestindicating that it is) confidential.

Indemnification Procedure. The obligations (a) Each party entitled to be indemnified pursuant to Section 3.1 and liabilities of Company under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 3.2 (each, an “Third Party ClaimsIndemnified Party”) shall be governed by and contingent upon notify the following additional terms and conditions: if an other party (the “Indemnifying Party”) in writing of any action against such Indemnified Party shall receive notice in respect of any Third Party Claimwhich the other party is or may be obligated to provide indemnification pursuant to Section 3.1 or 3.2, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt of notice or knowledge of the commencement thereof. The omission of any Indemnified Party so to notify the other party of any such action shall not relieve the Indemnifying Party from any liability which it may have to such Indemnified Party except to the extent the Indemnifying Party shall have been prejudiced by the omission of such Indemnified Party so to notify it, pursuant to this Section 3.3. (b) In case any such action shall be brought against any Indemnified Party, the Indemnifying Party shall be entitled to participate therein and, to the extent that the Indemnifying Party may wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, and after notice from it to such Indemnified Party of such notice (which notice shall include its election so to assume the amount of the Loss, if known, and method of computation defense thereof, and containing a reference the Indemnifying Party will not be liable to such Indemnified Party for any legal or other expense subsequently incurred by such Indemnified Party in connection with the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)defense thereof; provided, however, that (i) if the failure to provide such notice Indemnifying Party shall elect not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, claim or action or (ii) if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party reasonably determines that there is a substantial actual conflict between the positions of the Indemnifying Party and Companyof the Indemnified Party in defending such claim or action, then separate counsel for the Indemnified Party shall be entitled to retain its or his own counsel participate in each jurisdiction for which and conduct the Indemnified Party reasonably determines counsel is requireddefense, at and the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Indemnifying Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession be liable for any reasonable legal or under the Indemnified Party’s control relating thereto as is reasonably required other expenses incurred by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Partyconnection therewith. (c) The Indemnifying Party shall not be liable for any settlement of any proceeding affected without its prior written consent, at Company’s expensewhich consent shall not be unreasonably withheld, all such witnesses, records, materials and information in Company’s possession delayed or under Company’s control relating thereto as is reasonably required by the Indemnified Partyconditioned. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without Without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld); provided, howeverdelayed or conditioned, the Indemnifying Party shall not affect any settlement of any pending or threatened proceeding in the event that the respect of which any Indemnified Party does not consent to any is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement that would provide it with a full includes an unconditional release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense all liability arising out of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestproceeding.

Indemnification Procedure. The obligations and liabilities If a party entitled to indemnification hereunder ("Indemnified Party") is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of Company indemnification under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 XIV (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include whether or not the amount of the Lossclaim is then quantifiable), such Indemnified Party shall promptly give written notice thereof to the other party ("Indemnitor"), and the Indemnified Party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if knownany, and method of computation thereofthat the Indemnitor's rights shall have been prejudiced or the Indemnitor's liability shall have been materially increased thereby. In case any such action, and containing a reference suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); Indemnified Party, provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain participate in any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party's counsel, representation by the Indemnitor's counsel may present a conflict of interest or his own counsel in each jurisdiction for which there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance reasonably determines counsel is requiredsatisfactory to the Indemnified Party and its counsel, at from all liability with respect to such claim, action, suit or proceeding. If the reasonable expense Indemnitor assumes the defense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim claim, action, suit or proceeding as provided abovein this Section 14.4, the Indemnified Party shall cooperate with Company in such defense and make available be permitted to Company, at Company’s expense, all witnesses, pertinent records, materials and information join in the Indemnified Party’s possession defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlyproceeding, in the event the Indemnified Party ismay defend against such claim, directly action, suit or indirectlyproceeding in such manner as it may deem appropriate, conducting the defense against any such Third Party Claim, Company shall cooperate with the provided that an Indemnified Party in such defense and make available shall not settle any claim, action, suit or proceeding which would give rise to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or Indemnitor's liability under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party its indemnity without the prior written consent of the Indemnified Party (Indemnitor, which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. The obligations and liabilities If a party entitled to indemnification hereunder ("Indemnified Party") is aware that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of Company indemnification under this Article 7 with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article 7 XIII (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include whether or not the amount of the Lossclaim is then quantifiable), such Indemnified Party shall promptly give written notice thereof to the other party ("Indemnitor"), and the Indemnified Party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if knownany, and method of computation thereofthat the Indemnitor's rights shall have been prejudiced or the Indemnitor's liability shall have been increased thereby. In case any such action, and containing a reference suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its discretion, to assume) the defense thereof with counsel reasonably satisfactory to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); Indemnified Party, provided, however, that the failure to provide such notice shall not release Company from any of its obligations under this Article 7 except to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain participate in any such action, suit or proceeding with counsel of its own choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party's counsel, representation by the Indemnitor's counsel may present a conflict of interest or his own counsel in each jurisdiction for which there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance reasonably determines counsel is requiredsatisfactory to the Indemnified Party and its counsel, at from all liability with respect to such claim, action, suit or proceeding. If the reasonable expense Indemnitor assumes the defense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim claim, action, suit or proceeding as provided abovein this Section 13.3, the Indemnified Party shall cooperate with Company in such defense and make available be permitted to Company, at Company’s expense, all witnesses, pertinent records, materials and information join in the Indemnified Party’s possession defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim, action, suit or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarlyproceeding, in the event the Indemnified Party ismay defend against such claim, directly action, suit or indirectlyproceeding in such manner as it may deem appropriate, conducting the defense against any such Third Party Claim, Company shall cooperate with the provided that an Indemnified Party in such defense and make available shall not settle any claim, action, suit or proceeding which would give rise to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or Indemnitor's liability under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party its indemnity without the prior written consent of the Indemnified Party (Indemnitor, which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interest.

Indemnification Procedure. (a) Each Party shall promptly notify the other Party in writing of any Claim subject to indemnification under Section 9.2 or 9.3. Concurrent with the provision of notice pursuant to this Section 9.4(a), the party seeking indemnification (the “Indemnified Party”) shall provide to the other Party copies of any complaint, summons, subpoena or other court filings or correspondence related to such Claim and will give such other information with respect thereto as the other Party (the “Indemnifying Party”) shall reasonably request. The obligations Indemnifying Party and liabilities Indemnified Party shall promptly meet to discuss how to respond to such Claim. Failure to provide prompt notice shall not relieve any Party of Company under this Article 7 the duty to defend, indemnify, or hold harmless unless and to the extent such failure materially prejudices the defense or settlement of any matter. Each Party agrees that it will use Commercially Reasonable Efforts to minimize the burdens of the litigation on witnesses and on the ongoing business of the Indemnified Parties, including making reasonable accommodations to witnesses’ schedules when possible and seeking appropriate protective orders limiting the duration and/or location of depositions. (b) Should an allegedly Indemnifying Party with respect to Losses arising from claims a Claim or Loss dispute that any Claim, Loss, or portion of any third party which are subject to the indemnification provided for in this Article 7 a Claim or Loss (“Third Party ClaimsDisputed Claim”) of which it receives notice pursuant to Section 9.4(a), is an indemnified Claim or Loss, it shall so notify the other Party providing written notice in sufficient time to permit such other Party to retain counsel and timely appear, answer and/or move in any such action. In such event, such other Party shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give Company notice of entitled to defend against such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the or Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises); provided, however, that the failure to provide such notice other Party shall not release Company from settle any of its obligations under this Article 7 except Claim or Loss which it contends is an indemnified Claim or Loss without providing the Indemnifying Party, to the extent Company is materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have reasonably practicable, ten (10) Business Days’ notice prior to any Indemnified Party otherwise than such settlement and a reasonable opportunity to assume the defense and indemnification of such Claim or Loss pursuant to this Agreement. If it is determined that a Disputed Claim is subject to indemnification under this Article 7. Upon written notice to Agreement, the Indemnified Indemnifying Party within five days will reimburse the costs and expenses, including reasonable attorneys’ fees, of the receipt of such notice, Company shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then any Losses suffered by the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestrespect thereto.

Indemnification Procedure. The obligations and liabilities of Company (a) In the event that any Person entitled to indemnification under this Article 7 Agreement (an “Indemnified Party”) receives notice of the assertion of any claim or of the commencement of any Proceeding by any Person who is not a Party or an Affiliate of a Party (a “Third Party Claim”) against such Indemnified Party, with respect to Losses arising from claims of any third party which are subject a Party is or may be required to the provide indemnification provided for in under this Article 7 Agreement (an “Third Party ClaimsIndemnifying Party”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim), the Indemnified Party shall give Company written notice regarding such Third Party Claim to the Indemnifying Party within 30 days after learning of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)Claim; provided, however, that the failure to provide such notice so notify an Indemnifying Party shall not release Company from any relieve the Indemnifying Party of its obligations under this Article 7 hereunder except to the extent Company that the Indemnifying Party forfeits rights or defenses or is otherwise materially prejudiced by such failure and shall not relieve Company from any other obligation or liability that it may have to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt reason of such notice, Company failure. The Indemnifying Party shall be entitled to assume and control participate in the defense of such Third Party Claim at such Indemnifying Party’s expense. The Indemnifying Party shall be entitled to assume the defense thereof (subject to the limitations set forth below) at its expense by appointing a nationally recognized and through reputable counsel of its choice; provided, however, that, if there exists or is reasonably likely acceptable to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party to be the lead counsel in connection with such defense, provided that the Indemnifying Party first enters into a written agreement that the Indemnifying Party is unconditionally obligated to pay and Companysatisfy any Adverse Consequences which may arise with respect to such Third Party Claim that are subject to indemnity hereunder and provides evidence of its ability to satisfy such obligation, then in each case, in form and substance reasonably satisfactory to the Indemnified Party. (b) If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnified Party shall be entitled to retain participate in the defense of such claim and to employ counsel of its or his own choice for such purpose, and the fees and expenses of such separate counsel in each jurisdiction for which shall be borne by the Indemnified Party other than (i) any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party assumes control of such defense and (ii) any fees and expenses of such separate counsel if the Indemnified Party reasonably determines counsel is requiredshall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnified Party that are not available to the Indemnifying Party or that the Indemnified Party and the Indemnifying Party may have different, at the reasonable expense of Company. In the event Company exercises the right conflicting, or adverse legal positions or interests with respect to undertake any such defense against any such Third Party Claim. (c) Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not be entitled to control the defense of a Third Party Claim as provided above, (and the Indemnified Party shall cooperate be entitled to maintain or assume control of the defense of such Third Party Claim) if (i) the Third Party Claim relates to or involves any criminal proceeding, action, indictment, allegation or investigation; (ii) the Indemnified Party reasonably believes an adverse determination with Company in such defense and make available respect to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Third Party Claim would be detrimental to or injure the Indemnified Party’s possession reputation or under future business prospects; (iii) the Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event ; or (iv) the Indemnified Party is, directly or indirectly, conducting reasonably believes that the Adverse Consequences relating to the claim could exceed the maximum amount that such Indemnified Party would then be entitled to recover under this Article 10. (d) If the Indemnifying Party shall control the defense against of any such Third Party Claim, Company the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without obtain the prior written consent of the Indemnified Party before entering into any settlement of, consenting to the entry of any judgment with respect to or ceasing to defend such Third Party Claim if (which i) pursuant to or as a result of such settlement, consent shall or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party, or a finding or admission of any violation of Law would be made by any Indemnified Party, or such settlement, consent or cessation could otherwise reasonably be expected to interfere with or adversely affect the business, operations or assets of the Indemnified Party; or (ii) such settlement or judgment does not expressly and unconditionally release all Indemnified Parties from all liabilities and obligations with respect to such Third Party Claim. (e) Any claim by an Indemnified Party for indemnification not involving a Third Party Claim may be unreasonably withheld); provided, however, in asserted by giving the event that Indemnifying Party written notice thereof. If the Indemnifying Party does not notify the Indemnified Party does not consent within 30 days following its receipt of such notice that the Indemnifying Party disputes its liability to any the Indemnified Party, such settlement that would provide it with a full release from indemnified Losses claim specified by the Indemnified Party in such notice shall be conclusively deemed an obligation of the Indemnifying Party hereunder, and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the Indemnifying Party will pay the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in the defense of a Third Party Claim unless Adverse Consequences to the Indemnified Party determines that such act or omission is reasonably necessary to protect its own intereston demand.

Indemnification Procedure. The obligations and liabilities of Company (a) Promptly after receipt by an indemnified party under this Article 7 with respect to Losses arising from claims Section 6.3 of notice of the threat or commencement of any third action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 6.3, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which are subject it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 6.3 or to the indemnification provided for in this Article 7 extent it is not prejudiced as a result of such failure. (“Third Party Claims”b) shall be governed by In case any such action is brought against any indemnified party and contingent upon the following additional terms and conditions: if such indemnified party seeks or intends to seek indemnity from an Indemnified Party shall receive notice of any Third Party Claimindemnifying party, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossindemnifying party will be entitled to participate in, if knownand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises)extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the failure positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to provide such notice shall not release Company it or other indemnified parties that are different from any of its obligations under this Article 7 except or additional to those available to the extent Company is materially prejudiced by such failure and indemnifying party, the indemnified party or parties shall not relieve Company from any other obligation or liability that it may have the right to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled select separate counsel to assume such legal defenses and control to otherwise participate in the defense of such Third Party Claim at its expense and through counsel of its choice; provided, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company action on behalf of such indemnified party or parties. Upon receipt of notice from the Indemnified Party without the prior written consent indemnifying party to such indemnified party of the Indemnified Party (which consent shall not be unreasonably withheld); provided, however, in the event that the Indemnified Party does not consent its election so to any such settlement that would provide it with a full release from indemnified Losses and would not require it to take, or refrain from taking, any action, Company’s liability for indemnification shall not exceed the amount of such proposed settlement. The Indemnified Party will refrain from any act or omission that is inconsistent with the position taken by Company in assume the defense of a Third Party Claim unless such action, the Indemnified Party determines that indemnifying party will not be liable to such act or omission is reasonably necessary to protect its own interest.indemnified party under this

Indemnification Procedure. The obligations and liabilities of Company (a) Promptly after receipt by an indemnified party under this Article 7 with respect to Losses arising from claims Section 7.3 of notice of the threat or commencement of any third action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.3, promptly notify the indemnifying party in writing of the claim; but the omission so to notify the indemnifying party will not relieve it from any liability which are subject it may have to any indemnified party for contribution or otherwise under the indemnity agreement contained in this Section 7.3 or to the indemnification provided for in this Article 7 extent it is not prejudiced as a result of such failure. (“Third Party Claims”b) shall be governed by In case any such action is brought against any indemnified party and contingent upon the following additional terms and conditions: if such indemnified party seeks or intends to seek indemnity from an Indemnified Party shall receive notice of any Third Party Claimindemnifying party, the Indemnified Party shall give Company notice of such Third Party Claim promptly after the receipt by the Indemnified Party of such notice (which notice shall include the amount of the Lossindemnifying party will be entitled to participate in, if knownand, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which extent that it may wish, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such right of indemnification is claimed or arises)indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be a conflict between the failure positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to provide such notice shall not release Company it or other indemnified parties that are different from any of its obligations under this Article 7 except or additional to those available to the extent Company is materially prejudiced by such failure and indemnifying party, the indemnified party or parties shall not relieve Company from any other obligation or liability that it may have the right to any Indemnified Party otherwise than under this Article 7. Upon written notice to the Indemnified Party within five days of the receipt of such notice, Company shall be entitled select separate counsel to assume such legal defenses and control to otherwise participate in the defense of such Third Party Claim at its expense and through counsel action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its choice; providedelection so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 7.3 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless: (i) the indemnified party shall have employed such counsel in connection with the assumption of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that, if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of such counsel for the same counsel to represent both the Indemnified Party and Company, then the Indemnified Party shall be entitled to retain its or his own counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the reasonable expense of Company. In the event Company exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with Company in such defense and make available to Company, at Company’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by Company. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, Company shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at Company’s expense, all such witnesses, records, materials and information in Company’s possession or under Company’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by Company on behalf of the Indemnified Party without the prior written consent of the Indemnified Party (which consent indemnifying party shall not be unreasonably withheld); providedliable for the expenses of more than one separate counsel, howeverapproved by such indemnifying party representing all of the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of action, in each of which cases the event that reasonable fees and expenses of counsel shall be at the Indemnified Party does not consent to any such settlement that would provide it with a full release from indemnified Losses and would not require it to takeexpense of the indemnifying party. Notwithstanding the provisions of this Section 7.3, or refrain from taking, any action, Company’s liability for indemnification the Purchaser shall not exceed be liable for any indemnification obligation under this Agreement in excess of the amount of such proposed settlement. The Indemnified Party will refrain net proceeds received by the Purchaser from any act or omission that is inconsistent with the position taken by Company in sale of the defense of a Third Party Claim unless the Indemnified Party determines that such act or omission is reasonably necessary to protect its own interestCommon Shares.