Common use of Indemnification Procedures Clause in Contracts

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunder.

Indemnification Procedures. In Each party entitled to indemnification under this Section 3 (the event that any claim for which a Party providing “Indemnified Party”), shall give notice to the party required to provide indemnification (the "“Indemnifying Party"”) would promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be liable sought, and shall permit the Indemnifying Party to assume the other Party (defense of any such claim or any litigation resulting therefrom, provided that counsel for the "Indemnified Indemnifying Party") is asserted against , who shall conduct the defense of such claim or sought to litigation, shall be collected approved by any third person, the Indemnified Party (whose approval shall promptly notify not unreasonably be withheld), and the Indemnified Party may participate in such defense. Failure of the Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations under this Section 3 only to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during failure or delay in giving notice has a material adverse impact on the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that ability of the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim. No Indemnifying Party, then in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof, the giving of a release from all liability in respect to such claim or litigation. If any such Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to defend assume the defense of such claim action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlementParty, it may do so at its own cost and expense. If being understood that the Indemnifying Party elects not to defend against shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party or controlling person, which firm shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred be designated in writing by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderParty.

Indemnification Procedures. In If any Action is brought in respect of which indemnity may be sought pursuant to this Agreement, the event that any claim for which a Party providing Person seeking indemnification (the "Indemnified Party") shall promptly notify the Person against whom indemnification is sought (the "Indemnifying Party") would be liable in writing of the institution of such Action (but the failure so to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify will not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall from any liability that it may have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect under this Article VIII to such claimthe extent the Indemnifying Party is not materially prejudiced as a result thereof, and (ii) if in no event shall it does not dispute relieve the Indemnifying Party from any liability it may have otherwise than pursuant to this Article VIII), and the Indemnifying Party shall assume the defense of such liabilityAction, whether or not it desires, at its sole cost and expense, including the employment of counsel reasonably satisfactory to defend the Indemnified Party against such claim; provided however, that the and payment of expenses. The Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend employ its own counsel in any such claim by appropriate proceedingscase, which proceedings but the fees and expenses of such counsel shall be promptly settled at the expense of Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by the Indemnifying Party, (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party within a reasonable time or prosecuted (iii) such Indemnified Party shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Indemnifying Party and may present a final conclusionconflict for counsel representing the Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party shall not have the right to direct the defense of such Action on behalf of the Indemnified Party), in any of which events such fees and expenses shall be borne by the Indemnifying Party and paid as incurred (it being understood, however, that the Indemnifying Party shall not be liable for the fees and expenses of more than one separate counsel (in addition to local counsel) for the Indemnified Parties in any one Action or series of related Actions in the same jurisdiction representing the Indemnified Parties, unless such Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party within a manner as reasonable time or such Indemnified Party shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to avoid it or them which are different from or additional to those available to the other Indemnified Party). Anything in this Section 8.2 to the contrary notwithstanding, the Indemnifying Party shall not be liable for any risk settlement effected without its prior written consent unless the Indemnifying Party shall have failed to assume the defense of such Action. An Indemnifying Party will not, without the prior written consent of the Indemnified Party becoming subject (which shall not be unreasonably withheld or delayed), settle or compromise or consent to liability. If the entry of any judgment in any Action in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party desires to participate in, but Parties from all liability arising out of the Action and does not control, subject any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, of the Indemnified Party shall have the right but not the obligation Parties to defend against such claimany admission of liability, consent decree, or any other material and the amount adverse condition or restriction of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderkind.

Indemnification Procedures. In Except with respect to Taxes, each of a Seller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (each of a Seller and Purchaser, as applicable, the event that any claim for which a Party providing indemnification (the "“Indemnifying Party"”) would be liable with respect to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personparty claim are contingent upon the Seller Indemnified Parties or the Purchaser Indemnified Parties (each, as applicable, the Indemnified Party shall “Indemnitee”), promptly notify notifying the Indemnifying Party of such claim, specifying the nature in writing of such claim and promptly tendering the amount control of the estimated amount thereof defense and settlement of any such claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party to the Indemnitee shall be reduced if and to the extent then feasible (which estimate shall not be conclusive the failure of an Indemnitee to provide such notice and tender of control actually prejudices the final amount outcome of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against any such claim; provided however, that the Indemnified foregoing shall not apply so long as the Managing Member of Purchaser is an Affiliate of a Seller. The Indemnitee shall also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim and the Indemnitee may join in defense with counsel of its choice at its own expense. An Indemnifying Party is hereby authorized may not, without the prior written consent (such consent not to and during be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the Indemnity Notice Period to file entry of any motionjudgment regarding a third party claim, answer or other pleading, submission or document the defense of which it shall deem necessary or appropriate to protect its interests. In the event that has been assumed by the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it unless such settlement, compromise or consent (a) does not dispute such contain any admission or statement suggesting any wrongdoing or liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk on behalf of the Indemnified Party becoming subject Indemnitee; and (b) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to liability. If the Indemnified Party desires to participate in, but not control, entry of any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such judgment regarding any third party claim for which it indemnification is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, sought and the amount defense of any resulting Losses (includingwhich has not been assumed by the Indemnifying Party, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability prior written consent of the Indemnifying Party hereunderParty, such consent not to be unreasonably withheld or delayed. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Indemnification Procedures. In the event that case any such action, suit, proceeding or claim for which indemnity may be payable hereunder shall be brought against a SIDCO Indemnified Party providing indemnification or an Advisor Indemnified Party, as applicable (an “Indemnified Party”), and such Indemnified Party shall notify the "Indemnifying applicable indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate in, and to the extent that such indemnifying party shall wish to assume the defense thereof, retain its own counsel reasonably satisfactory to such Indemnified Party") would , subject to the further provisions of this paragraph. After written notice from such indemnifying party to such Indemnified Party of its election to so assume the defense thereof, such indemnifying party shall not be liable to the applicable Indemnified Parties for any additional attorneys’ fees or other Party (expenses of litigation, other than reasonable costs of investigation subsequently incurred by such Indemnified Parties in connection with the "Indemnified Party") is asserted against or sought to be collected by any third persondefense thereof, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party unless (i) whether the employment of counsel by such Indemnified Parties has been authorized in writing by such indemnifying party, such authorization not to be unreasonably withheld or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and delayed; (ii) if it does such Indemnified Parties shall have obtained a written opinion of counsel reasonably acceptable to such indemnifying party that there exists a conflict of interest between such Indemnified Parties and the relevant party in the conduct of the defense of such action or that there are one or more defenses available to such Indemnified Parties that are unavailable to such indemnifying party (in which case such indemnifying party shall not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend direct the defense of such claim action on behalf of such Indemnified Parties); or (iii) such indemnifying party shall not in fact have employed counsel reasonably satisfactory to such Indemnified Parties to assume the defense of such action, in each of which cases the reasonable fees and expenses of counsel utilized by appropriate proceedingssuch Indemnified Parties shall be at the expense of such indemnifying party, it being understood, however, that such indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for an Indemnified Party, which proceedings firm shall be designated in writing by the Indemnified Party. Notwithstanding the foregoing, under the circumstances described in clause (ii) above, the applicable Indemnified Parties shall be entitled to retain an additional law firm, in any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, provided such Indemnified Parties have obtained a written opinion of counsel reasonably acceptable to the indemnifying party that a conflict of interest exists that would preclude the use of a single law firm, in which case the indemnifying party shall be liable for the reasonable fees and expenses of counsel designated by the Indemnified Parties in writing. All such fees and expenses which are at the expense of an indemnifying party hereunder shall be promptly settled or prosecuted to a final conclusion, in paid by such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderindemnifying party.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section 10, such person (the an "Indemnifying PartyINDEMNIFIED PARTY") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability and only to the Indemnified Party hereunder with respect to such claim, and (iiextent that) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusion, in at the expense of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed to the right but not retention of such counsel or (ii) in the obligation to defend against reasonable judgment of such claim, and the amount Indemnified Party representation of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred both parties by the Indemnified same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such defenseIndemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereundershall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. In Promptly after receipt by an Indemnitee of written notice of the event that commencement of any action or proceeding with respect to which a claim for which indemnification may be made pursuant to this Section 2.4, such Indemnitee will, if a Party providing indemnification claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 2.4, except to the extent and only to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an Indemnitee, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the "Indemnifying Party") would extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other Party (than reasonable costs of investigation and shall have no liability for any settlement made by the "Indemnified Party") is asserted against or sought Indemnitee without the consent of the indemnifying party, such consent not to be collected by unreasonably withheld. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any third personsuch action or proceeding within a reasonable time after notice of commencement, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party Indemnitee shall have the right to defend such claim by appropriate proceedings, which proceedings assume or continue its own defense and the indemnifying party shall be promptly settled liable for any reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be approved by (a) the Initiating Investors in the case of a registration initiated pursuant to Section 2.1 or prosecuted (b) in all other cases, the Majority Investors. No indemnifying party will settle any action or proceeding or consent to the entry of any judgment without the prior written consent of the Indemnitee, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a final conclusion, release to such Indemnitee from all liability in respect of such a manner action or proceeding and (ii) does not include any admission as to avoid fault or culpability on the part of any risk Indemnitee and (iii) does not involve the imposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, other than as a result of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim imposition of financial obligations for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall Indemnitee will be conclusively deemed to be the liability of the Indemnifying Party indemnified hereunder.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section 9, such person (the "Indemnifying Party") would be liable to the other Party (the "an “Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability and only to the Indemnified Party hereunder with respect to such claim, and (iiextent that) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusion, in at the expense of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (a) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed to the right but not retention of such counsel or (b) in the obligation to defend against reasonable judgment of such claim, and the amount Indemnified Party representation of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred both parties by the Indemnified same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such defenseIndemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereundershall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. In Whenever a Claim will arise for indemnification under this Section, the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "relevant Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall as appropriate, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of such claimany liability that the Indemnifying Party might have, specifying the nature of such claim and the amount of the estimated amount thereof except to the extent then feasible (which estimate shall not be conclusive of that such failure prejudices the final amount of Indemnifying Party’s ability to defend such claim) (the "Indemnity Claim Notice")Claim. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall will have the right to defend against such claim liability or assertion in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such Claim and the identity of counsel selected by appropriate proceedingsthe Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such Claim, which proceedings shall the Indemnified Party will defend such Claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any such Claims, subject to consultation with the Indemnified Party. The Indemnifying Party will not be promptly settled liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or prosecuted settlement and, at such refusing Party’s cost, to a final conclusion, take over such defense; provided that in such a manner as event the Indemnifying Party will not be responsible for, nor will it be obligated to avoid indemnify the relevant Indemnified Party against, any risk cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief that could affect the rights of the Indemnified Party becoming subject and also will be entitled to liability. If the Indemnified Party desires to participate in, but not control, any employ separate counsel for such defense or settlement, it may do so at its own cost and such Indemnified Party’s expense. If the Indemnifying Party elects does not to defend against such claim for which it is liable, whether by not giving timely notice accept the defense of any indemnified Claim as provided above or otherwiseabove, the relevant Indemnified Party shall will have the right but not to employ counsel for such defense at the obligation expense of the Indemnifying Party. Each Party agrees to defend against cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claimClaim, and the amount relevant records of each Party will be available to the other Party with respect to any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunder.

Indemnification Procedures. With respect to third-party claims and all other claims under this Article XII, all claims for indemnification by any Indemnified Party hereunder shall be asserted and resolved as set forth in this Section 12.4. In the event that any written claim or demand for which a Party providing indemnification either Purchaser or Sellers, as the case may be (the "an “Indemnifying Party") ”), would be liable to the other Party any indemnified party hereunder (the "“Indemnified Party"”) is asserted against or sought to be collected from any Indemnified Party by any a third personparty, the such Indemnified Party shall promptly promptly, but in no event more than 30 days following such Indemnified Party’s receipt of such claim or demand, notify the Indemnifying Party of such claim, specifying the nature of such claim or demand and the amount of or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claimclaim or demand) (the "Indemnity Claim “Loss Notice"”); provided, however, that the Indemnified Party’s failure to provide such notice within 30 days shall not preclude the Indemnified Party from being indemnified for such claim or demand, except to the extent that the failure to give timely notice results in the final forfeiture of substantive defenses by the Indemnifying Party. The Unless the matter relating to the Loss Notice requires sooner action, the Indemnifying Party shall have thirty (30) 30 days from its receipt the personal delivery or mailing of the Indemnity Claim Loss Notice (the "Indemnity “Notice Period"”) to notify the Indemnified Party in writing (ia) whether or not it the Indemnifying Party disputes its the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claimclaim or demand, and (iib) if whether it does not dispute such liability, whether or not it desires, at its sole cost and expense, to will defend the Indemnified Party against such claimclaim or demand. All fees, costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a liability of, and shall be paid by, the Indemnifying Party; provided provided, however, that the amount of such fees, costs and expenses that shall be a liability of the Indemnifying Party, when aggregated with all Indemnified Party is hereby authorized prior to and during Loss paid by the Indemnity Notice Period to file any motionIndemnifying Party, answer or other pleadingshall not exceed the Cap. Except as hereinafter provided, submission or document which it shall deem necessary or appropriate to protect its interests. In in the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to will defend the Indemnified Party against such claimclaim or demand, then the Indemnifying Party shall have the right to defend such claim the Indemnified Party by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusionand with competent, in such a manner as to avoid any risk of experienced and qualified legal counsel approved by the Indemnified Party becoming subject to liabilityParty, which consent shall not be unreasonably withheld. If the any Indemnified Party desires to participate in, but not control, in any such defense or settlementdefense, it may do so at its own sole cost and expense. The Indemnified Party shall not settle a claim or demand without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, settle, compromise or offer to settle or compromise any such claim or demand on a basis that would 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. If (i) the Indemnifying Party elects to settle any claim or demand, (ii) the terms of such proposed settlement are accepted by all interested third parties, (iii) the proposed settlement would neither result in any liability to or obligation of the Indemnified Party, or risk thereof, nor the imposition of any consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any affiliate thereof and (iv) the Indemnified Party refuses to consent to such compromise or settlement, then the liability of the Indemnifying Party to the Indemnified Party for such matter shall be limited to the amount offered by the Indemnifying Party in compromise or settlement. If the Indemnifying Party elects not to defend the Indemnified Party against such claim for which it is liableor demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and then the amount of any resulting Losses (includingsuch claim or demand or, without limitation, court costs and attorneys' fees) incurred if the same be contested by the Indemnified Party in connection with Party, then that portion thereof as to which such defense is unsuccessful (and the reasonable costs and expenses including without limitation reasonable attorneys’ fees pertaining to such defense), shall be conclusively deemed to be the liability of the Indemnifying Party hereunder; provided, however, that the amount of such costs and expenses, when aggregated with all Indemnified Loss paid by the Indemnifying Party, shall not exceed the Cap. To the extent the Indemnifying Party shall direct, control or participate in the defense or settlement of any third-party claim or demand, the Indemnified Party will give the Indemnifying Party and its counsel, without charge, access to, during normal business hours, the relevant business records and other documents, and shall permit them to consult with the employees and counsel of the Indemnified Party. The Indemnified Party shall use its commercially reasonable efforts to assist and cooperate in the defense of all such claims or demands. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense and solely to control its own defense of such asserted liability if in the reasonable written opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party that would make such separate representation necessary under the applicable canons of ethics; provided, however, that the Indemnified Party shall not settle or compromise any claim or demand without the consent of the Indemnifying Party, such consent not to be unreasonably withheld.

Indemnification Procedures. In Except with respect to Taxes, each of a Seller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (each of a Seller and Purchaser, as applicable, the event that any claim for which a Party providing indemnification (the "“Indemnifying Party"”) would be liable with respect to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personparty claim are contingent upon the Seller Indemnified Parties or the Purchaser Indemnified Parties (each, as applicable, the Indemnified Party shall “Indemnitee”), promptly notify notifying the Indemnifying Party of such claim, specifying the nature in writing of such claim and promptly tendering the amount control of the estimated amount thereof defense and settlement of any such claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party to the Indemnitee shall be reduced if and to the extent then feasible (which estimate shall not be conclusive the failure of an Indemnitee to provide such notice and tender of control actually prejudices the final amount outcome of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against any such claim; provided however, that the Indemnified foregoing shall not apply so long as the Managing Member of Purchaser is an Affiliate of a Seller. The Indemnitee shall also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim and the Indemnitee may join in defense with counsel of its choice at its own expense. An Indemnifying Party is hereby authorized may not, without the prior written consent (such consent not to and during be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the Indemnity Notice Period to file entry of any motionjudgment regarding a third party claim, answer or other pleading, submission or document the defense of which it shall deem necessary or appropriate to protect its interests. In the event that has been assumed by the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it unless such settlement, compromise or consent (a) does not dispute such contain any admission or statement suggesting any wrongdoing or liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk on behalf of the Indemnified Party becoming subject Indemnitee; and (b) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to liability. If the Indemnified Party desires to participate in, but not control, entry of any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such judgment regarding any third party claim for which it indemnification is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, sought and the amount defense of any resulting Losses (includingwhich has not been assumed by the Indemnifying Party, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability prior written consent of the Indemnifying Party hereunderParty, such consent not to be unreasonably withheld or delayed.

Indemnification Procedures. With respect to third party claims, other than those relating to Taxes (which are the subject of Section 6.7(e)), all claims for indemnification by the Shareholders' Indemnified Parties and the Republic Subsidiary's Indemnified Partners (each, an "Indemnified Party" and, collectively, the "Indemnified Parties") hereunder shall be asserted and resolved as set forth in this Section 8.4. In the event that any claim or demand by any third party for which a Party providing indemnification party or parties to this Agreement (the "Indemnifying Party") would may be liable to the other Indemnified Party hereunder (the a "Indemnified PartyClaim") is asserted against or sought to be collected by any third person, from the Indemnified Party by such third party, such Indemnified Party shall as promptly as practicable notify the Indemnifying Party in writing of such claim, specifying the nature of such claim Claim and the amount of or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claimClaim) (the "Indemnity Claim Notice"). The failure on the part of the Indemnified Party to give any such Claim Notice in a reasonably prompt manner shall not relieve the Indemnifying Party of any indemnification obligation hereunder unless, and only to the extent that, the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days from its receipt delivery of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability desires to defend the Indemnified Party hereunder with respect to against such claimClaim, and (ii) if it does not dispute such liability, whether or not it desiresin which case the Indemnified Party shall, at its sole cost and expense, have the right to defend the Indemnified Party by appropriate proceedings and by counsel reasonably acceptable to the Indemnified Party and shall have the sole power to direct and control such defense; provided that any Indemnified Party may participate in any such defense at its sole cost and expense. The Indemnified Party shall not settle a Claim for which it is indemnified by the Indemnifying Party without the written consent of the Indemnifying Party unless the Indemnifying Party does not defend the Indemnified Party against such claim; provided however, that Claim. Notwithstanding the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseforegoing, the Indemnified Party shall have the sole right but not to defend, settle or compromise any Claim with respect to which it has agreed in writing to waive its right to indemnification pursuant to this Agreement. Notwithstanding the obligation foregoing, the Indemnified Party, during the period the Shareholders are determining whether to defend against elect to assume the defense of a matter covered by this Section 8.4, may take such claim, reasonable actions as it deems necessary to preserve any and all rights with respect to the amount of any resulting Losses (includingmatter, without limitation, court costs and attorneys' fees) incurred by such actions being construed as a waiver of the Indemnified Party in connection with such defense, shall be conclusively deemed Party's rights to be the liability of the Indemnifying Party hereunderdefense and indemnification pursuant to this Agreement.

Indemnification Procedures. In the event that any The Party entitled to make a claim for which a indemnification under this Section 12 shall be referred to as the “Indemnified Party” and the Party providing indemnification (required to indemnify such claim shall be referred to as the "“Indemnifying Party") would be liable to the other .” In order for an Indemnified Party (the "Indemnified Party") is asserted against or sought to be collected entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand, made by any third person, Person against the Indemnified Party shall (a “Third Party Claim”), such Indemnified Party must promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount in writing of the estimated amount thereof Third Party Claim after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend been actually materially prejudiced as a result of such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liabilityfailure. If the a Third Party Claim is made against an Indemnified Party desires to participate inParty, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, shall assume the defense thereof and the Indemnified Party shall have the right (but not the obligation duty) to defend against such claimparticipate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the amount of Indemnified Party for any resulting Losses (includingperiod during which the Indemnifying Party has not assumed the defense thereof, without limitation, court costs and attorneys' fees) but the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with such defense, the defense thereof. The Parties hereto shall be conclusively deemed cooperate in the defense or prosecution thereof of any Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s reasonable request) the provision to be the liability of the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim at the Indemnifying Party’s expense, and making employees or any other Indemnified Party available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld.

Indemnification Procedures. In Promptly after receipt by a party entitled to indemnification pursuant to this Section 5 (each, an “Indemnified Party”) of notice of the event that commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim for which a Party providing is to be made against the party obligated to provide indemnification pursuant to this section (the "each, an “Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person”), the Indemnified Party shall promptly notify the Indemnifying Party of the commencement thereof; but the omission to provide such claimnotice will not relieve the Indemnifying Party from any liability hereunder, specifying the nature of such claim and the amount of the estimated amount thereof except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior delay in giving, or failing to and during give, such notice has a material adverse effect upon the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that ability of the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against the claim. In case such claimaction is brought against an Indemnified Party, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedingsparticipate in and, which proceedings shall be promptly settled at the Indemnifying Party’s option, to assume the defense thereof, singly or prosecuted jointly with any other Indemnifying Party similarly notified, with counsel satisfactory to a final conclusionthe Indemnified Party; provided, however, that if the defendants in such a manner as to avoid any risk of action include both the Indemnified Party becoming subject to liability. If and the Indemnifying Party and the Indemnified Party desires shall have reasonably concluded based on advice of counsel that there may be legal defenses available to participate inany Indemnified Party that are different from or additional to those available to the Indemnifying Party, but not control, any such defense or settlement, it may do so at its own cost and expense. If if there is a conflict of interest which would prevent counsel for the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwisefrom also representing the Indemnified Party, the Indemnified Party shall have the right but to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of the Indemnified Party; provided that the Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense of the action, the Indemnifying Party will not the obligation be liable to defend against such claim, and the amount of Indemnified Party pursuant to this Section 5 for any resulting Losses (including, without limitation, court costs and attorneys' fees) legal or other expense subsequently incurred by the such Indemnified Party in connection with such defensethe defense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall be conclusively deemed have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to be the liability Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party hereunderParty.

Indemnification Procedures. In Promptly after receipt by an indemnified party under this Article ‎7 of notice of the event that threat or commencement of any action, such indemnified party will, if a claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") in respect thereof is asserted against or sought to be collected by any third personmade against an indemnifying party under this Article ‎7, the Indemnified Party shall promptly notify the Indemnifying Party of indemnifying party in writing thereof, but the omission to notify the indemnifying party will not relieve such claim, specifying indemnifying party from any liability that it may have to any indemnified party for contribution or otherwise under the nature of such claim and the amount of the estimated amount thereof indemnity agreement contained in this Article ‎7 to the extent then feasible such indemnifying party is not prejudiced as a result of such failure to promptly notify. Such notice shall describe in reasonable detail such claim. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it may elect by written notice delivered to such indemnified party within thirty days of such indemnifying party's receipt of notice of such action from such indemnified party, jointly with all other indemnifying parties similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, (which estimate a) if the indemnifying party has failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such indemnified party in any such proceeding or (b) if the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall not have reasonably concluded, based on the advice of counsel, that there may be conclusive a conflict of interest between the positions of the final amount indemnifying party and the indemnified party in conducting the defense of any such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days action or that there may be legal defenses available to it and/or other indemnified parties that are different from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") or additional to notify the Indemnified Party (i) whether or not it disputes its liability those available to the Indemnified Party hereunder with respect to indemnifying party, in any such claimcase, and (ii) if it does not dispute such liability, whether the indemnified party or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party parties shall have the right to defend select separate counsel to assume or assert, as the case may be, such claim legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election to assume the defense of such action and approval by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk the indemnified party of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwisecounsel, the Indemnified Party shall have the right but indemnifying party will not the obligation be liable to defend against such claim, and the amount of indemnified party under this Article ‎7 for any resulting Losses (including, without limitation, court costs and attorneys' fees) legal or other expenses subsequently incurred by the Indemnified Party such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed such defensecounsel in connection with the assumption or assertion, as the case may be, of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel in any jurisdiction (and as required, local counsels), reasonably satisfactory to such indemnifying party, representing the indemnified party), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent such indemnified party within a reasonable time after notice of commencement of action or (iii) the indemnifying party shall have authorized in writing the employment of counsel for such indemnified person, in each of which cases the reasonable fees and expenses of counsel shall be conclusively deemed to be at the liability expense of the Indemnifying Party hereunderindemnifying party. The indemnifying party shall not be liable for any settlement of any action without its written consent. In no event shall any indemnifying party be liable in respect of any amounts paid in settlement of any action unless the indemnifying party shall have approved in writing the terms of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party from all liability on claims that are the subject matter of such proceeding unless such settlement or compromise includes an unconditional release of such indemnified party from all liability arising out of such litigation or proceeding.

Indemnification Procedures. In Except with respect to Taxes, each of a Seller’s obligations in Section 4.3 and Purchaser’s obligations in Section 4.4 above (each of a Seller and Purchaser, as applicable, the event that any claim for which a Party providing indemnification (the "“Indemnifying Party"”) would be liable with respect to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personparty claim are contingent upon the Seller Indemnified Parties or the Purchaser Indemnified Parties (each, as applicable, the Indemnified Party shall “Indemnitee”), promptly notify notifying the Indemnifying Party of such claim, specifying the nature in writing of such claim and promptly tendering the amount control of the estimated amount thereof defense and settlement of any such claim to the Indemnifying Party at the Indemnifying Party’s expense and with the Indemnifying Party’s choice of counsel. In connection with the foregoing, the indemnification obligation of Indemnifying Party to the Indemnitee shall be reduced if and to the extent then feasible (which estimate shall not be conclusive the failure of an Indemnitee to provide such notice and tender of control actually prejudices the final amount outcome of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against any such claim; provided however, that the Indemnified foregoing shall not apply so long as the Managing Member of Purchaser is an Affiliate of a Seller. The Indemnitee shall also cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in defending or settling such claim and the Indemnitee may join in defense with counsel of its choice at its own expense. An Indemnifying Party is hereby authorized may not, without the prior written consent (such consent not to be unreasonably withheld) of an Indemnitee, settle, compromise or consent to the entry of any judgment regarding a third party claim, the defense of *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and during filed separately with the Indemnity Notice Period to file any motion, answer or other pleading, submission or document Commission. which it shall deem necessary or appropriate to protect its interests. In the event that has been assumed by the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it unless such settlement, compromise or consent (a) does not dispute such contain any admission or statement suggesting any wrongdoing or liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk on behalf of the Indemnified Party becoming subject Indemnitee; and (b) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. An Indemnitee may not settle, compromise or consent to liability. If the Indemnified Party desires to participate in, but not control, entry of any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such judgment regarding any third party claim for which it indemnification is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, sought and the amount defense of any resulting Losses (includingwhich has not been assumed by the Indemnifying Party, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability prior written consent of the Indemnifying Party hereunderParty, such consent not to be unreasonably withheld or delayed.

Indemnification Procedures. In Promptly after receipt by an Indemnitee of written notice of the event that commencement of any action or proceeding with respect to which a claim for which indemnification may be made pursuant to this Section 3.4, such Indemnitee will, if a Party providing indemnification claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 3.4, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an Indemnitee, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the "Indemnifying Party") would extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other Party (than reasonable costs of investigation and shall have no liability for any settlement made by the "Indemnified Party") is asserted against or sought Indemnitee without the consent of the indemnifying party, such consent not to be collected by unreasonably withheld. Notwithstanding the foregoing, if an Indemnitee reasonably objects to such assumption of defense on the grounds that a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any third personsuch action or proceeding within a reasonable time after notice of commencement, or does not vigorously defend, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party Indemnitee shall have the right to defend such claim by appropriate proceedingsassume or continue its own defense and the indemnifying party shall, which proceedings subject to Section 3.4.4, be liable for any reasonable expenses therefor, but in no event will bear the expenses for more than one firm of counsel for all Indemnitees in each jurisdiction who shall be promptly settled approved by the Board of Directors in the disposition in respect of which such indemnification is sought. No indemnifying party will settle any action or prosecuted proceeding or consent to a final conclusion, in such a manner as to avoid the entry of any risk judgment without the prior written consent of the Indemnified Party becoming subject Indemnitee, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to liability. If such Indemnitee from all liability in respect of such action or proceeding and (ii) does not involve the Indemnified Party desires to participate inimposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, but not control, any such defense or settlement, it may do so at its own cost and expense. If other than as a result of the Indemnifying Party elects not to defend against such claim imposition of financial obligations for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall Indemnitee will be conclusively deemed to be the liability of the Indemnifying Party indemnified hereunder.

Indemnification Procedures. In As used herein, an “Indemnified Party” shall refer to a PC Indemnified Party or a Manager Indemnified Party, as applicable, the “Notifying Party” shall refer to the party hereto whose Indemnified Parties are entitled to indemnification hereby, and the “Indemnifying Party” shall refer to the party hereto obligated to indemnify such Notifying Party’s Indemnified Parties. As a condition precedent to any claim for indemnification under Section 8.12, in the event that any claim for which of the Indemnified Parties is made a Party providing indemnification (the "Indemnifying Party") would be liable defendant in or party to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personClaim, the Indemnified Notifying Party shall promptly notify give the Indemnifying Party of prompt notice thereof. The failure to give such claimnotice shall not affect any Indemnified Party’s ability to seek reimbursement unless, specifying the nature of such claim and the amount of the estimated amount thereof only to the extent then feasible (which estimate shall not be conclusive of that, such failure has materially and adversely affected the final amount of such claim) (the "Indemnity Claim Notice")Indemnifying Party’s ability to defend successfully a Claim. The Indemnifying Party shall have thirty (30) days from its receipt of be entitled to contest and defend such Claim, provided that the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Indemnifying Party (i) whether or not it disputes its liability has a reasonable basis for concluding that such defense may be successful and (ii) diligently contests and defends such Claim. Notice of the intention so to contest and defend shall be given by the Indemnifying Party to the Notifying Party within 15 business days after the Notifying Party’s notice of such Claim (but, in any event, at least five business days prior to the date that an answer to such Claim is due to be filed). Reputable attorneys reasonably acceptable to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then employed by the Indemnifying Party shall have the right to defend conduct such claim by appropriate proceedings, which proceedings contest and defense. The Notifying Party shall be promptly settled or prosecuted to a final conclusionentitled at any time, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense, to participate in such contest and defense and to be represented by attorneys of its or their own choosing. If the Notifying Party elects to participate in such defense, the Notifying Party will cooperate with the Indemnifying Party elects in the conduct of such defense. Neither the Notifying Party nor the Indemnifying Party may concede, settle or compromise any Claim without the consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, if (v) the Indemnifying Party does not assume the defense of the Claim, (w) the Indemnified Party reasonably determines that there is a conflict of interest that prevents the Indemnifying Party from adequately representing the Indemnified Party’s interests with respect to defend the claim, (x) a Claim seeks relief other than the payment of monetary damages, (y) the subject matter of a Claim relates to the ongoing business of the Indemnified Party, which Claim, if decided against the Indemnified Party, would adversely affect the ongoing business or reputation of the Indemnified Party or (z) the Indemnified Party would not be fully indemnified with respect to such claim for which it is liableClaim, whether by not giving timely notice as provided above or otherwisethen, in each such case, the Indemnified Party alone shall be entitled to contest, defend and settle such Claim in the first instance and the Indemnifying Party must reimburse the Indemnified Party for its reasonable out of pocket costs and expenses (including reasonable fees of outside counsel) for such contest, defense or settlement of such Claim. If the Indemnified Party does not contest, defend or settle such Claim, the Indemnifying Party shall then have the right to contest and defend (but not the obligation to defend against settle) such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderClaim.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party The obligations and liabilities of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified each indemnifying Party hereunder with respect to such claim, claims resulting from the assertion of liability by another Party or third parties shall be subject to the following terms and conditions: (iia) if it does not dispute such Any Person (the “Indemnified Party”) making a claim for indemnification (a “Claim”) against the Buyer Group or the Majority Sellers (the “Indemnifying Party”) under this Section 7 shall notify each Indemnifying Party thereof in writing with reasonable details of a Claim promptly after the Indemnified Party discovers the liability, whether obligation or facts giving rise to such Claim; provided, however, the failure of the Indemnified Party to provide prompt notice of a Claim as contemplated by this Section 7.3(a) shall not it desires, at its sole cost and expense, affect the right of the Indemnified Party to be indemnified pursuant to this Article 7 for such Claim except to the extent such failure materially prejudices the ability of the Indemnifying Party to defend such Claim. (b) Any Indemnifying Party will have the right to defend the Indemnified Party against such claim; provided however, that any third party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that so long as the Indemnifying Party notifies conducts the defense of the Claim actively and diligently and in good faith. (c) So long as the Indemnifying Party is conducting the defense of a third party Claim in accordance with Section 7.3(b), (i) the Indemnified Party within may retain separate co-counsel at its sole cost and expense and participate in the Indemnity Notice Period that it does not dispute such liability defense of the Claim, and desires to defend against such claim, then (ii) the Indemnifying Party shall have will not consent to the right entry of any judgment or enter into any settlement with respect to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk the Claim without the prior written consent of the Indemnified Party becoming subject (not to liability. If be withheld or delayed unreasonably) unless such judgment or settlement contains an unconditional release of the Indemnified Party desires and does not impose any injunctive or other equitable relief against (or any other obligation on) the Indemnified Party. (d) In the event any of the conditions in Section 7.3(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to participate inthe entry of any judgment or enter into any settlement with respect to, but a third party Claim in any manner it reasonably may deem appropriate (the Indemnified Party need not controlobtain any consent from any Indemnifying Party in connection therewith, any such defense or settlementbut, it may do so at its own cost acting reasonably, will keep informed and expense. If consult with the Indemnifying Party) and (ii) the Indemnifying Party elects not to defend against such claim will remain responsible for which it is liable, whether by not giving timely notice as provided above or otherwise, any Damages the Indemnified Party may suffer arising out of, relating to or based upon the Claim to the fullest extent provided in this Section 7; provided, that in no event shall have an Indemnifying Party be responsible for the right but not fees of more than one law firm, except in the obligation case of a conflict of interest, or where required to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability address local law issues or specialized areas of the Indemnifying Party hereunderlaw.

Indemnification Procedures. In All claims for indemnification under this Agreement shall be asserted and resolved as follows: (a) A party claiming indemnification under this Agreement (an "Indemnified Party") shall with reasonable promptness (i) notify the event that any claim for which a Party providing party from whom indemnification is sought (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is of any third-party claim or claims asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify ("Third Party Claim") for which indemnification is sought and (ii) transmit to the Indemnifying Party a copy of all papers served with respect to such claim, specifying claim (if any) and a written notice ("Claim Notice") containing a description in reasonable detail of the nature of such claim and the Third Party Claim, an estimate of the amount of damages attributable to the estimated amount thereof Third Party Claim to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party's request for indemnification under this Agreement. Within 15 days after receipt of any Claim Notice (the "Election Period"), the Indemnifying Party shall notify the Indemnified Party whether the Indemnifying Party disputes its potential liability to the Indemnified Party with respect to such Third Party Claim. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party within the Election Period, the Indemnified Party shall give the Indemnifying Party an opportunity to control negotiations toward resolution of such claim without the necessity of litigation, and if litigation ensues, to defend the same with counsel reasonably acceptable to the Indemnified Party, at the Indemnifying Party's expense, and the Indemnified Party shall extend reasonable cooperation in connection with such defense. The Indemnified Party shall be entitled to participate in, but not to control, the defense of any Third Party Claim resulting in litigation, at its own cost and expense; provided, however, that if the parties to any suit or proceeding shall include the Indemnifying Party as well as the Indemnified Party and the Indemnified Party shall have been advised by counsel that one or more legal defenses may be available to it that may not be available to the Indemnifying Party, then the Indemnified Party shall be entitled to participate in the defense of such suit or proceeding along with the Indemnifying Party, but the Indemnified Party shall be obligated to bear the fees and expenses of counsel of the Indemnified Party, which shall be selected by the Indemnified Party in its complete and sole discretion. If the Indemnifying Party does not dispute its potential liability to the Indemnified Party within the Election Period and the Indemnified Party fails to assume control of the negotiations prior to litigation or to defend such action within a reasonable time, the Indemnifying Party shall be entitled, but not obligated, to assume control of such negotiations or defense of such action, and the Indemnifying Party shall be liable to the Indemnified Party for its expenses reasonably incurred or amounts paid in connection therewith. If the Indemnifying Party disputes its potential liability to the Indemnified Party within the Election Period, then the Indemnified Party shall be entitled to assume control of such negotiations or defense of action and the liability for the expense thereof, as well as any liability with respect to such Third Party Claim, shall be determined as provided in Section 7.5 below. Neither the Indemnifying Party nor the Indemnified Party shall settle, compromise, or make any other disposition of any Third Party Claim which would or might result in any liability to the Indemnified Party or the Indemnifying Party under this Article VII without the written consent of such other party. (b) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder that does not involve a Third Party Claim, the Indemnified Party shall transmit to the Indemnifying Party a written notice (the "Indemnity Claim Notice")) describing in reasonable detail the nature of the claim, an estimate of the amount of damages attributable to such claim to the extent feasible (which estimate shall not be conclusive of the final amount of such claim) and the basis of the Indemnified Party's request for indemnification under this Agreement. The If the Indemnifying Party shall have thirty (30) does not notify the Indemnified Party within 15 days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against disputes such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred specified by the Indemnified Party in connection with such defense, the Indemnity Notice shall be conclusively deemed to be the a liability of the Indemnifying Party hereunder.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to either Section 6(a) or 6(b), such person (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person from whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided that failure to so notify an indemnifying party shall not relieve such Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof from any liability under Section 6(a) or 6(b) to the extent then feasible (which estimate it is not materially prejudiced as a result thereof and in any event shall not be conclusive relieve it from any liability which it may have otherwise than on account of this indemnity agreement) and the Indemnifying Party, upon request of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party Indemnified Party, shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability retain counsel reasonably satisfactory to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend represent the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that others the Indemnifying Party notifies may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusionat the expense of such Indemnified Party, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed in writing to the right but not retention of such counsel or (ii) the obligation named parties to defend against any such claim, proceeding (including any impleaded parties) include both the Indemnifying Party and the amount Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or different legal defenses available to them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such defense, Indemnified Parties and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereunderagrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification Each Indemnitee (the "Indemnifying Party"as defined under Section 10(a)) would be liable shall (i) give prompt written notice to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of any claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, however, that the failure of the Indemnitee to promptly deliver such notice shall not relieve the Indemnifying Party of any liability, except to the extent that the Indemnifying Party is prejudiced in its ability to defend such claim) and (ii) permit such Indemnifying Party, as applicable, to assume the defense of such claim with counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee; provided, however, that any Indemnitee entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, specifying but the nature fees and expenses of such claim and counsel shall be at the amount expense of the estimated amount thereof Indemnitee unless (A) the Indemnifying Party has agreed in writing to pay such fees and expenses, (B) the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty failed to assume the defense of such claim within five (305) days from its receipt of delivery of the Indemnity Claim Notice (written notice of the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder Indemnitee with respect to such claimclaim or failed to employ counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee, or (C) in the reasonable judgment of the Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the Indemnitee and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party with respect to such claims (in which case, if the Indemnitee notifies the Indemnified Indemnifying Party within the Indemnity Notice Period in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such claim on behalf of the Indemnitee). If the Indemnifying Party assumes the defense of the claim, it shall not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by an Indemnifying Party, no Indemnifying Party shall, and no Indemnitee shall be required by an Indemnifying Party to, (I) enter into any settlement which does not dispute include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability and desires to defend against the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement which provides for any action on the part of the Indemnitee other than the payment of money damages which are to be paid in full by the Indemnifying Party. If an Indemnifying Party fails or elects not to assume the defense of a claim pursuant to clause (B) above, or is not entitled to assume or continue the defense of such claimclaim pursuant to clause (C) above, then the Indemnifying Party shall have the right without prejudice to its right of indemnification hereunder to, in its discretion exercised in good faith and upon advice of counsel, to contest, defend and litigate such claim by appropriate proceedingsand may settle such claim, which proceedings shall be promptly settled either before or prosecuted after the initiation of litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that, at least five (5) days prior to a final conclusionany settlement, in such a manner as written notice of its intention to avoid any risk of settle is given to the Indemnified Party becoming subject to liabilityIndemnifying Party. If requested by the Indemnified Indemnifying Party, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with the Indemnifying Party desires to participate in, but not control, and its counsel in contesting any such defense or settlement, it may do so at its own cost and expense. If claim that the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereundercontest.

Indemnification Procedures. All claims for indemnification by a party under Article VI hereof (the party claiming indemnification and the party against whom such claims are asserted being hereinafter called the “Indemnified Party” and the “Indemnifying Party,” respectively) shall be asserted and resolved as follows: (a) In the event that any claim or demand for Damages which a an Indemnifying Party providing indemnification (the "Indemnifying Party") would be liable to the other an Indemnified Party (the "Indemnified Party") hereunder is asserted against or sought to be collected from such Indemnified Party by any a third personparty, the such Indemnified Party shall promptly notify with reasonable promptness give notice (the “Claim Notice”) to the Indemnifying Party of such claimclaim or demand, specifying the nature of and specific basis for such claim or demand and the amount of or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"claim and demand). The Indemnifying Party shall not be obligated to indemnify the Indemnified Party under this Agreement with respect to any such claim or demand if the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement, and as a result of such failure, the Indemnifying Party’s ability to defend against the claim or demand is materially prejudiced. The Indemnifying Party shall have thirty ten (3010) days from its receipt the delivery or mailing of the Indemnity Claim Notice (the "Indemnity “Notice Period"”) to notify the Indemnified Party (i) whether or not it disputes its the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claimclaim or demand, and (ii) if it does not dispute such liability, whether or not it desires, at its sole the cost and expenseexpense of the Indemnifying Party, to defend the Indemnified Party against such claimclaim or demand; provided provided, however, that the any Indemnified Party is hereby authorized authorized, but is not obligated, prior to and during the Indemnity Notice Period Period, to file any motion, answer or other pleading, submission or document which pleading that it shall deem necessary or appropriate to protect its interestsinterests or those of the Indemnifying Party. In the event that If the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend the Indemnified Party against such claimclaim or demand, then the Indemnifying Party shall shall, subject to the last sentence of this paragraph, have the right to defend such control the defense against the claim by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid and any risk of the Indemnified Party becoming subject to liabilitysettlement negotiations. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, settlement it may do so at its own sole cost and expense. If the Indemnifying Party elects not fails to respond to the Indemnified Party within the Notice Period or after electing to defend against fails to commence or diligently pursue such claim for which it is liabledefense, whether by not giving timely notice as provided above or otherwise, then the Indemnified Party shall have the right right, but not the obligation obligation, to defend undertake or continue the defense of and to compromise or settle (exercising reasonable business judgment) the claim or other matter, all on behalf, for the account and at the risk of the Indemnifying Party. Notwithstanding the foregoing, each party shall have the same right to participate in at its own expense and at its own risk, without either party having the right of control, any proceeding if (x) the claim, if successful, would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party, or (y) the claim seeks any injunction or equitable relief against the Indemnified Party. (b) If requested by the Indemnifying Party, the Indemnified Party agrees, at the Indemnifying Party’s expense, to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross-complaint against any person. Except as provided above, no claim as to which indemnification is sought under this Agreement may be settled without the consent of the Indemnifying Party. (c) If any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party, which Claim Notice shall describe in reasonable detail the nature of such non-third-party claim, an estimate of the amount of damages attributable to such non-third party claim, and the amount basis of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of Party’s request for indemnification under this Agreement. If the Indemnifying Party hereunderdisputes such claim, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction. (d) In connection with the matters for which indemnification is sought hereunder with respect to any third-party claim, upon execution of reasonable and customary confidentiality agreements, (i) Buyer agrees to give Sellers and their representatives reasonable access during regular business hours and upon five (5) days prior written notice to Buyer to the books, records and employees of Buyer to the extent such reasonably relate to the matters to which the Claim Notice relates and (ii) Sellers agree to give Buyer and its representatives reasonable access during regular business hours and upon five (5) days prior written notice to Sellers to the books, records and employees of Sellers to the extent such reasonably relate to the matters to which the Claim Notice relates.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section 5, such person (the "Indemnifying Party"“indemnified party”) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonable fees and disbursements of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect counsel related to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsproceeding. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute any such liability and desires to defend against such claimproceeding, then the Indemnifying Party any indemnified party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or prosecuted (ii) the named parties to a final conclusionany such proceeding (including any impleaded parties) include both the indemnifying 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. It is understood that the indemnifying party shall not, in such a manner as to avoid any risk respect of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount legal expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such defense, fees and expenses shall be conclusively deemed to reimbursed as they are incurred. In the case of any such separate firm for the Electing Holders and such control persons of any Electing Holders, such firm shall be designated in writing by the liability Electing Holders holding a majority of the Indemnifying Party hereunderRegistrable Securities covered by the Shelf Registration Statement. In the case of any such separate firm for the Company and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for the reasonable fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party.

Indemnification Procedures. In Promptly after receipt by an Indemnitee of written notice of the event that commencement of any action or proceeding with respect to which a claim for which indemnification may be made pursuant to this Section 8.4, such Indemnitee will, if a Party providing indemnification claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action or proceeding; provided that the failure of the Indemnitee to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 8.4, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action or proceeding is brought against an Indemnitee, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the "Indemnifying Party") would extent that it may wish, with counsel reasonably satisfactory to such Indemnitee, and after notice from the indemnifying party to such Indemnitee of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnitee for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other Party (than reasonable costs of investigation and shall have no liability for any settlement made by the "Indemnified Party") is asserted against or sought Indemnitee without the consent of the indemnifying party, such consent not to be collected by unreasonably withheld. Notwithstanding the foregoing, if in such Indemnitee’s reasonable judgment a conflict of interest between such Indemnitee and the indemnifying parties may exist in respect of such action or proceeding or the indemnifying party does not assume the defense of any third personsuch action or proceeding within a reasonable time after notice of commencement, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party Indemnitee shall have the right to defend such claim by appropriate proceedings, which proceedings assume or continue its own defense and the indemnifying party shall be promptly settled or prosecuted to liable for any reasonable expenses therefor, but in no event will bear the expenses for more than a final conclusionsingle legal counsel for all Indemnitees in each jurisdiction who shall be approved by the Principal Participating Holders in the registration in respect of which such indemnification is sought, unless there is a conflict of interest among Indemnitees, in such a manner as which case the indemnifying party shall be liable for the reasonable expenses of additional counsel. No indemnifying party will settle any action or proceeding or consent to avoid the entry of any risk judgment without the prior written consent of the Indemnified Party becoming subject Indemnitee, unless such settlement or judgment (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to liability. If such Indemnitee from all liability in respect of such action or proceeding and (ii) does not involve the Indemnified Party desires to participate inimposition of equitable remedies or the imposition of any obligations on such Indemnitee and does not otherwise adversely affect such Indemnitee, but not control, any such defense or settlement, it may do so at its own cost and expense. If other than as a result of the Indemnifying Party elects not to defend against such claim imposition of financial obligations for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall Indemnitee will be conclusively deemed to be the liability of the Indemnifying Party fully indemnified hereunder.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the The Indemnified Party or Indemnified Parties shall promptly notify the Indemnifying Party of a Claim (including an Infringement Claim) or Indemnifiable Loss for which it is seeking indemnification in writing as soon as practicable, together with such claim, specifying further information as is necessary for the nature Indemnifying Party to evaluate the Claim (including an Infringement Claim) or Indemnifiable Loss to the extent that the Indemnified Party or Indemnified Parties are in possession or have knowledge of such claim information; provided that any delay in giving such notice shall not preclude the Indemnified Party or Indemnified Parties from seeking indemnification for an indemnified Claim (including an Infringement Claim) or an Indemnifiable Loss if: (a) such delay has not materially prejudiced the Indemnifying Party’s ability to defend the Claim (including an Infringement Claim); and (b) such delay does not materially affect the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive any Indemnifiable Losses awarded by a court or paid in settlement of the final amount of such claim) Claim (the "Indemnity Claim Notice"including an Infringement Claim). The Indemnifying Party shall have thirty control the defense of any Claim (30including an Infringement Claim) days from qualifying for indemnification with counsel of its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify own choosing and shall regularly consult with the Indemnified Party Parties and their counsel (iand the affected person or entity and its counsel) whether or not it disputes its liability to regarding such defense. However, the Indemnified Party hereunder with respect to Parties may participate in such claim, and (ii) if it does not dispute such liability, whether or not it desires, defense through counsel of their own choosing at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Parties’ expense. The Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it Parties shall deem necessary or appropriate to protect its interests. In the event that cooperate with the Indemnifying Party notifies in the defense of any Claim (including an Infringement Claim) qualifying for indemnification, and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith, all at the Indemnifying Party’s expense. Upon the Indemnifying Party’s assumption of the defense of an indemnified Claim (including an Infringement Claim) with counsel of its choosing, the Indemnifying Party will not be liable for the Litigation Expenses of the Indemnified Parties; provided, however, the Indemnifying Party within shall pay any Litigation Expenses actually incurred and paid by an Indemnified Party prior to the Indemnity Notice Period Indemnifying Party’s assumption of the defense of an indemnified Claim (including an Infringement Claim). In no event shall the Indemnifying Party consent to entry of judgment or enter into any settlement agreement without the Indemnified Parties’ prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The Parties acknowledge that it does if either Party agrees to pay a third party any fees or amounts pursuant to a contract and such contract is not dispute such liability and desires the result of a settlement made pursuant to defend against such claimthis Paragraph 1.9.4, then the Indemnifying Party shall have the right is not obligated to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of indemnify the Indemnified Party becoming subject to liability. If the or Indemnified Party desires to participate inParties, but not controlas applicable, any for such defense fees or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderamounts.

Indemnification Procedures. In the event that (a) If any third party asserts any claim for against a party to this Agreement which a Party providing would entitle the party to indemnification under this ARTICLE XII (the “Indemnified Party”), it shall give notice of such claim to the party from whom it intends to seek indemnification (the "“Indemnifying Party"”) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend assume the defense and, subject to Section 12.3(b), settlement of such claim at its expense by appropriate proceedings, representatives of its own choosing acceptable to the Indemnified Party (which proceedings acceptance shall not be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk unreasonably withheld). The failure of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If notify the Indemnifying Party elects not to defend against of such claim for which it shall not relieve the Indemnifying Party of any liability that the Indemnifying Party may have with respect to such claim, except to the extent that the defense is liable, whether materially prejudiced by not giving timely notice as provided above or otherwise, the such failure. The Indemnified Party shall have the right but to participate in the defense of such claim at its expense (which expense shall not be deemed to be a Loss), in which case the obligation Indemnifying Party shall cooperate in providing information to and consulting with the Indemnified Party about the claim. The Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party if it is advised by counsel that an actual or likely conflict of interest makes it advisable for the Indemnified Party to be represented by separate counsel and reasonable expenses and fees of such separate counsel shall be paid by the Indemnifying Party. If the Indemnifying Party fails or does not assume the defense of any such claim within 15 days after written notice of such claim has been given by the Indemnified Party to the Indemnifying Party, the Indemnified Party may defend against or, subject to Section 12.3(b), settle such claim with counsel of its own choosing at the expense (to the extent reasonable under the circumstances) of the Indemnifying Party. (b) If the Indemnifying Party does not assume the defense of a claim involving the asserted liability of the Indemnified Party under this ARTICLE XII, no settlement of, or admission of guilt with respect to such claim shall be made by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. If the Indemnifying Party assumes the defense of such a claim, (i) no settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claim that may be made against the Indemnified Party, (B) the sole relief provided is monetary damages that have been paid in full by the Indemnifying Party, and (C) the settlement includes, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' feesii) incurred by the Indemnified Party in connection shall have no liability with such defense, shall be conclusively deemed respect to be the liability of the Indemnifying Party hereunderany compromise or settlement thereof effected without its consent.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to Section 8(a), 8(b) or 8(c), such person (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person from whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided that failure to so notify an Indemnifying Party of shall not relieve such claim, specifying the nature of such claim and the amount of the estimated amount thereof Indemnifying Party from any liability hereunder to the extent then feasible (which estimate it is not materially prejudiced as a result thereof and in any event shall not be conclusive relieve it from any liability which it may have otherwise than on account of this indemnity agreement) and the Indemnifying Party, upon request of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party Indemnified Party, shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability retain counsel reasonably satisfactory to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend represent the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that others the Indemnifying Party notifies may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusionat the expense of such Indemnified Party, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed in writing to the right but not retention of such counsel or (ii) the obligation named parties to defend against any such claim, proceeding (including any impleaded parties) include both the Indemnifying Party and the amount Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such defense, Indemnified Parties and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. Such firm shall be designated in writing by the Underwriter, in the case of parties indemnified pursuant to Section 8(a) above, and by the Company, in the case of parties indemnified pursuant to Section 8(b) above. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereunderagrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding.

Indemnification Procedures. In The obligations to indemnify and defend set forth in Sections 11.4 and 11.5 shall be contingent upon the event that any claim for which a Party providing seeking indemnification (the "Indemnifying Party"“Indemnitee”): (a) would be liable to notifying the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying indemnifying Party of such a claim, specifying demand or suit within fifteen (15) Business Days of receipt of same (provided, however, that an Indemnitee’s failure or delay in providing such notice shall not relieve the nature indemnifying Party of such claim and the amount of the estimated amount thereof its indemnification obligation except to the extent then feasible the indemnifying Party is prejudiced thereby), (which estimate shall not be conclusive b) allowing the indemnifying Party and/or its insurers the right to assume direction and control of the final amount defense of any such Claim, (c) using diligent efforts to cooperate with the indemnifying Party and/or its insurers in the defense of such claim) (Claim at the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claimindemnifying Party’s expense, and (iid) if it does agreeing not dispute to settle or compromise any Claim without prior written authorization of the indemnifying Party. Indemnitee shall have the right to participate in the defense of any such liability, whether or not it desiresClaim referred to in this Section 11.6 utilizing attorneys of its choice, at its sole cost and own expense; provided, to defend the Indemnified Party against such claim; provided however, that the Indemnified indemnifying Party is hereby authorized prior shall have full authority and control to and during the Indemnity Notice Period to file handle any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestssuch Claim. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying The indemnifying Party shall have the right to defend settle or compromise any action or otherwise seek to terminate any pending or threatened action for which indemnity may be sought hereunder (whether or not any indemnified Party is a party thereto); provided, that such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost compromise or termination includes an unconditional release of and expenseno admission of liability by each indemnified Party from all liability in respect of such Claim. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Indemnification Procedures. In (a) Upon any Person entitled to be indemnified under this Article IX (the “Indemnified Person”) becoming aware of a fact, condition or event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personprovided under this Article IX, the Indemnified Party shall promptly Person will with reasonable promptness notify the Person from whom indemnification is sought (the “Indemnifying Party Person”) in writing of such fact, condition or event; provided, that the failure to provide such notice will not limit the Indemnified Person’s right to indemnification hereunder except to the extent that the Indemnifying Person is actually materially prejudiced thereby. If such fact, condition or event is the assertion of a claim by a third party, the Indemnifying Person will be entitled to assume the defense of such claim. Notwithstanding the Indemnifying Person’s election to assume the defense or investigation of such claim, specifying the nature of such claim Indemnified Person will have the right to employ separate counsel and to participate in the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount defense or investigation of such claim) (, action or proceeding at its own expense. An Indemnifying Person who is not entitled to, or elects not to, assume the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt defense of a claim will not be obligated to pay the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the fees and expenses of more than one counsel for all Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder Persons with respect to such claim, and . (iib) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, No Indemnifying Person may settle any claim that would give rise to defend liability on the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that part of the Indemnifying Party notifies Person under this Article IX without the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk prior written consent of the Indemnified Party becoming subject Person, which consent shall not be unreasonably withheld; provided that an Indemnified Person shall not be required to liabilityconsent to any settlement involving the imposition of equitable remedies or involving the imposition of any material obligations on such Indemnified Person other than financial obligations for which such Indemnified Person will be indemnified hereunder. If No Indemnifying Person shall consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party desires Person of a release from all liability in respect to participate in, but not control, any such defense claim or settlement, it may do so at its own cost and expenselitigation. If Whenever the Indemnified Person or the Indemnifying Party elects not Person receives a firm offer to defend against such settle a claim for which indemnification is sought under this Article IX, it is liable, whether by not giving timely notice as provided above or otherwise, shall promptly notify the Indemnified Party shall have the right but not the obligation to defend against other of such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderoffer.

Indemnification Procedures. (a) In the event that case of any claim for which -------------------------- asserted by a Party providing third party against a party entitled to indemnification (the "Indemnifying Party") would be liable to the other Party under this Agreement (the "Indemnified Party") is asserted against or sought ), notice shall be given by the Indemnified ----------------- Party to MJD promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be collected by any third personsought, and the Indemnified Party shall promptly notify permit MJD (at MJD's expense) to assume the Indemnifying Party defense of such claimany claim or any litigation resulting therefrom, specifying provided that (i) the nature counsel for MJD who shall - conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may participate in such -- defense at such Indemnified Party's expense, and (iii) the amount omission by any --- Indemnified Party to give notice as provided herein shall not relieve MJD of the estimated amount thereof its indemnification obligation under this Agreement except to the extent then feasible (which estimate that such omission results in a failure of actual notice to MJD and MJD is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, MJD, in the defense of any such claim or litigation, shall not be conclusive consent to entry of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify any judgment or order, interim or otherwise, or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party (i) whether or that does not it disputes its liability include as an unconditional term thereof the giving by each claimant or plaintiff to the such Indemnified Party hereunder of a release from all liability with respect to such claim, and (ii) if it does not dispute such liability, whether claim or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestslitigation. In the event that the Indemnifying Indemnified Party notifies shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by MJD might be expected to affect adversely the Indemnified Party's tax liability or the ability of the Company or any of the Subsidiaries to conduct its business, or that the Indemnified Party within the Indemnity Notice Period may have available to it one or more defenses or counterclaims that it does not dispute such liability and desires are inconsistent with one or more of those that may be available to defend against such claim, then the Indemnifying Party shall have the right to defend MJD in respect of such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiselitigation relating thereto, the Indemnified Party shall have the right but at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of MJD, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the obligation written consent of MJD, such consent not to be unreasonably withheld. In the event that MJD does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claimclaim or demand and shall be entitled to settle or agree to pay in full such claim or demand. Notwithstanding the foregoing, MJD shall still provide indemnification to the Indemnified Party. In any event, MJD and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party shall cooperate in connection the defense of any claim or litigation subject to this Section 11.2(a) and the records of each shall be available to the other with respect to such defense. (b) In case any event shall occur which would otherwise entitle any party to assert any claim for indemnification hereunder, no Loss shall be deemed to have been sustained by such party to the extent of any proceeds received by such party from any insurance policies with respect thereto, net of any increase in premiums or other costs associated with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderinsurance recovery.

Indemnification Procedures. In the event that (a) A claim for indemnification for any matter (not including any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is or demand instituted or asserted against or sought to be collected by any third personparty in respect of which indemnification may be sought under Section 6.01 of this Agreement (a “Third Party Claim”)) may be asserted by reasonably prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim and, to the extent possible, a good faith estimate of the amount to which the Seller Indemnified Party shall promptly or Company Indemnified Party, as applicable, claims to be entitled to receive in respect of such right of indemnification; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Seller Indemnified Party or Company Indemnified Party, as applicable, from any indemnification which it may claim in accordance with this Article VI, except to the extent that the Indemnifying Party is actually prejudiced thereby. (b) In the event of such claimany Third Party Claim, specifying the nature Seller Indemnified Party or Company Indemnified Party, as applicable, shall reasonably promptly cause written notice of the assertion of any third party to be forwarded to the Indemnifying Party, which notice shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim and the amount of the estimated amount thereof and, to the extent then feasible (possible, a good faith estimate of the amount to which estimate the Seller Indemnified Party or Company Indemnified Party, as applicable, claims to be entitled to receive in respect of such right of indemnification. The failure of the Seller Indemnified Party or Company Indemnified Party, as applicable, to give reasonably prompt notice of any Third Party Claim shall not be conclusive of preclude any Seller Indemnified Party or Company Indemnified Party, as applicable, from any indemnification which it may claim in accordance with this Article VI, except to the final amount of such claim) (extent that the "Indemnity Claim Notice")Indemnifying Party is actually prejudiced thereby. The Indemnifying Party shall have thirty (30) days party from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desireswhom indemnification is sought shall, at its sole cost and expense, to defend assume the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Third Party Claim that relates to any Losses (includingindemnifiable hereunder. The Company or the Buyer Parties, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defenseas applicable, shall be conclusively deemed to be cooperate in the liability of the Indemnifying Party hereunderdefense thereof.

Indemnification Procedures. In Whenever a claim shall arise for indemnification under Section 7, the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "relevant Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party as appropriate, shall promptly notify the Indemnifying Party of such claim, specifying and request the nature of such claim and Indemnifying Party to defend the amount of same. Failure to so notify the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt not relieve the Indemnifying Party of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its any liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies might have, except to the Indemnified Party within extent that such failure prejudices the Indemnity Notice Period that it does not dispute such liability and desires Indemnifying Party’s ability to defend against such claim, then the . The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give written notice to the Indemnified Party of acceptance of the defense of such claim and the identity of counsel selected by appropriate proceedingsthe Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim, which proceedings the Indemnified Party shall defend such claim, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be promptly settled or prosecuted entitled to a final conclusion, participate with the Indemnifying Party in such a manner as to avoid any risk defense if the claim requests equitable relief or other relief that could affect the rights of the Indemnified Party becoming subject and also shall be entitled to liability. If the Indemnified Party desires to participate in, but not control, any employ separate counsel for such defense or settlement, it may do so at its own cost and such Indemnified Party’s expense. If the Indemnifying Party elects does not to defend against such accept the defense of any indemnified claim for which it is liable, whether by not giving timely notice as provided above or otherwiseabove, the relevant Indemnified Party shall have the right but not to employ counsel for such defense at the obligation expense of the Indemnifying Party. Each Party agrees to defend against cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim, claim and the amount relevant records of each Party shall be available to the other Party with respect to any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed subject to be the liability of the Indemnifying Party hereunderrestrictions and limitations set forth in Section 9.1.

Indemnification Procedures. In Whenever a claim shall arise for indemnification under this Section 24.0, the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "relevant Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party as appropriate, shall promptly notify the Indemnifying Party of such claim, specifying and request the nature of such claim and Indemnifying Party to defend the amount of same. Failure to so notify the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt not relieve the Indemnifying Party of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its any liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies might have, except to the Indemnified Party within extent that such failure prejudices the Indemnity Notice Period that it does not dispute such liability and desires Indemnifying Party's ability to defend against such claim, then the . The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give, within ninety (90) days of its receipt of a request to defend same, written notice to the Indemnified Party of acceptance of the defense of such claim and the identity of counsel selected by appropriate proceedingsthe Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such claim, which proceedings Indemnifying Party shall defend such claim, subject to any right to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party's cost, to take over such defense; provided that in such -------- event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be promptly settled or prosecuted entitled to a final conclusion, participate with the Indemnifying Party in such a manner as to avoid any risk defense if the claim requests equitable relief or other relief that could affect the rights of the Indemnified Party becoming subject and also shall be entitled to liability. If the Indemnified Party desires to participate in, but not control, any employ separate counsel for such defense or settlement, it may do so at its own cost and such Indemnified Party's expense. If the Indemnifying Party elects does not to defend against such accept the defense of any indemnified claim for which it is liable, whether by not giving timely notice as provided above or otherwiseabove, the relevant Indemnified Party shall have the right but not to employ counsel for such defense at the obligation expense of the Indemnifying Party. Each Party agrees to defend against cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim, claim and the amount relevant records of each Party shall be available to the other Party with respect to any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed subject to be the liability of the Indemnifying Party hereunderrestrictions and limitations set forth in Section 28.5.

Indemnification Procedures. (a) The indemnification procedures set forth in Section 6.07(b) herein are applicable to any indemnity granted pursuant to the Ancillary Agreements (other than the Tax Matters Agreement). (b) If a claim or demand is made against an Indemnified Party by any Person who is not a party to this Agreement or the Ancillary Agreements (a "Third Party Claim") as to which such Indemnified Party is entitled to indemnification pursuant to this Agreement or the Ancillary Agreements, such Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim, as promptly as practicable, but in any event no later than 15 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under the Ancillary Agreements except to the extent the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may have to any Indemnified Party otherwise than under the Ancillary Agreements. If the Indemnifying Party acknowledges in writing its obligations to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then such Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice, subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), if it gives notice of its intention to do so to the Indemnified Party within 15 business days of the receipt of such notice from 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 the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required to participate in such defense, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any claim for which a such defense against any such Third Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personClaim as provided above, the Indemnified Party shall promptly notify cooperate with the Indemnifying Party of in such claim, specifying the nature of such claim defense and the amount of the estimated amount thereof make available to the extent then feasible (which estimate shall not be conclusive of Indemnifying Party, at the final amount of 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 the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such claim) (Third Party Claim, the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party, subject to reimbursement of reasonable out-of-pocket expenses. No such Third Party Claim may be settled by the Indemnity Claim Notice (Indemnifying Party without the "Indemnity Notice Period") to notify prior written consent of the Indemnified Party (iwhich shall not be unreasonably withheld or delayed) whether unless such settlement is solely for money and includes an unconditional release of each Indemnified Party from any and all Losses arising out of such action, claim, suit or proceeding and would not it disputes its liability to otherwise adversely affect the Indemnified Party hereunder with respect to such claimParty. Notwithstanding the foregoing, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have not be entitled to assume the right to defend such claim by appropriate proceedings, which proceedings defense of any Third Party Claim and shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk liable for the fees and expenses of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) counsel incurred by the Indemnified Party in connection defending such Third Party Claim if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages. If such defenseequitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, shall be conclusively deemed to be the liability of the Indemnifying Party hereundershall be entitled to assume the defense of the portion relating to money damages.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification Each Indemnitee (the "Indemnifying Party"as defined under Section 10(a)) would be liable shall (i) give prompt written notice to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claimany claim with respect to which it seeks indemnification or contribution pursuant to this Agreement (provided, specifying however, that the nature of such claim and the amount failure of the estimated amount thereof Indemnitee to promptly deliver such notice shall not relieve the Indemnifying Party of any liability, except to the extent then feasible (which estimate shall not be conclusive of that the final amount of Indemnifying Party is prejudiced in its ability to defend such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute permit such liabilityIndemnifying Party, whether or not it desires, at its sole cost and expenseas applicable, to defend assume the Indemnified defense of such claim with counsel selected by such Indemnifying Party against such claimand reasonably satisfactory to the Indemnitee; provided provided, however, that any Indemnitee entitled to indemnification hereunder shall have the Indemnified Party is hereby authorized prior right to employ separate counsel and during to participate in the Indemnity Notice Period to file any motiondefense of such claim, answer or other pleading, submission or document which it but the fees and expenses of such counsel shall deem necessary or appropriate to protect its interests. In be at the event that expense of the Indemnitee unless (A) the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute has agreed in writing to pay such liability fees and desires to defend against such claimexpenses, then (B) the Indemnifying Party shall have failed to assume the defense of such claim within five (5) days of delivery of the written notice of the Indemnitee with respect to such claim or failed to employ counsel selected by such Indemnifying Party and reasonably satisfactory to the Indemnitee, or (C) in the reasonable judgment of the Indemnitee, based upon advice of its counsel, a conflict of interest may exist between the Indemnitee and the Indemnifying Party with respect to such claims (in which case, if the Indemnitee notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to defend assume the defense of such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk on behalf of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expenseIndemnitee). If the Indemnifying Party assumes the defense of the claim, it shall not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by an Indemnifying Party, no Indemnifying Party shall, and no Indemnitee shall be required by an Indemnifying Party to, (I) enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement which provides for any action on the part of the Indemnitee other than the payment of money damages which are to be paid in full by the Indemnifying Party. If an Indemnifying Party fails or elects not to defend against assume the defense of a claim pursuant to clause (B) above, or is not entitled to assume or continue the defense of such claim for which it is liable, whether by not giving timely notice as provided above or otherwisepursuant to clause (C) above, the Indemnified Party Indemnitee shall have the right but not the obligation without prejudice to its right of indemnification hereunder to, in its discretion exercised in good faith and upon advice of counsel, to contest, defend against and litigate such claim and may settle such claim, either before or after the initiation of litigation, at such time and upon such terms as the amount Indemnitee deems fair and reasonable, provided that, at least five (5) days prior to any settlement, written notice of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred its intention to settle is given to the Indemnifying Party. If requested by the Indemnified Party in connection Indemnifying Party, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably cooperate with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderand its counsel in contesting any claim that the Indemnifying Party elects to contest.

Indemnification Procedures. In (a) The person seeking indemnification hereunder (each, an “Indemnified Party”) shall give the event that any claim for which a Party providing party or parties from whom indemnification is sought or to be sought (the "each, an “Indemnifying Party"”) would be liable prompt written notice of any Loss as to the other which they have received written notification. If an indemnification claim involves a claim by a third party (a “Third Party (the "Indemnified Party") is asserted against or sought to be collected by any third personClaim”), the Indemnified Party shall promptly notify the Indemnifying Party of such claimthereof in writing; provided, specifying however, that no delay on the nature of such claim and the amount part of the estimated amount thereof Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent then feasible (which estimate shall not be conclusive of extent) the final amount of such claim) (the "Indemnity Claim Notice")Indemnifying Party is actually and materially prejudiced thereby. The An Indemnifying Party shall have thirty (30) ten business days from its receipt the delivery of the Indemnity Claim Notice such notice (the "Indemnity “Notice Response Period"”) to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claimclaim or demand. If an Indemnifying Party disputes its liability to an Indemnified Party hereunder with respect to such claim or demand or the amount thereof, and such dispute shall be resolved by a civil action in a court of appropriate jurisdiction (iiincluding as part of any proceeding with respect to the claim that gave rise to the indemnification claim to which such dispute relates) if it does not dispute which may be commenced by either party. During the Notice Response Period, no such liability, whether claim or not it desires, at its sole cost and expense, to defend demand may be settled by the Indemnified Party. (b) With respect to each Indemnification Matter (as defined below), the Indemnified Parties will have the sole right and authority to control the defense against any Third Party against such claim; Claim with one counsel of their collective choice. This right shall include the right to settle or resolve the Third Party Claim by entering into an agreement memorializing the terms of settlement or resolution (a “Settlement Agreement”), provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that provides the Indemnifying Party notifies with notice (in accordance with Section 8.4 hereof) of its intent to enter into a Settlement Agreement, which notice shall include the Indemnified Party within proposed terms of the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Settlement Agreement. The Indemnifying Party shall shall, within ten business days of receipt of such notice, have the right to defend such claim reject the proposed Settlement Agreement, but shall do so only if it reasonably determines that the Settlement Agreement does not represent a bona fide and reasonable resolution of the underlying Third Party Claim. The Indemnifying Party (and any Indemnified Party who is not otherwise satisfied with the one counsel chosen by appropriate proceedingsthe Indemnified Parties collectively) may retain separate co-counsel at their sole cost and expense and participate in the defense of the Third Party Claim; provided, which proceedings shall be promptly settled however, that in no event may any Indemnifying Party consent to the entry of any judgment, enter into any settlement with respect to the Third Party Claim or prosecuted agree with any Person other than the Indemnified Party, to a final conclusion, in such a manner as take any other action with respect to avoid any risk the Third Party Claim without the prior written consent of the Indemnified Party becoming subject to liability. If it is determined pursuant to an order or Settlement Agreement that an Indemnifying Party is responsible for all or a portion of any amounts for which the Indemnified Party desires to participate inis liable as a result of such Third Party Claim hereunder, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not shall, pursuant to defend against such claim for which it is liableSection 8.4(b), whether by not giving timely notice as provided above or otherwise, render payment to the Indemnified Party shall have the right but not the obligation to defend against for all Losses resulting from such claim, and subject to the amount provisions of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderSection 8.5.

Indemnification Procedures. In the event that (a) Whenever any claim shall arise for which a Party providing indemnification hereunder, the party entitled to indemnification (the "Indemnifying “Indemnified Party"”) would be liable shall promptly provide written notice of such claim to the other Party party (the "Indemnified “Indemnifying Party") is asserted against or sought ”). The failure to be collected by any third persongive such prompt written notice shall not, the Indemnified Party shall promptly notify however, relieve the Indemnifying Party of such claimits indemnification obligations, specifying the nature of such claim except and the amount of the estimated amount thereof only to the extent then feasible (which estimate shall not be conclusive of that the final amount Indemnifying Party is actually prejudiced by reason of such claimdelay or failure. (b) In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a person or entity who is not a party to this Agreement (a “Third Party Claim”), the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresParty, at its sole cost and expense, expense and upon written notice to defend the Indemnified Party against Party, may assume the defense of any such claim; provided however, that Action with counsel reasonably satisfactory to the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsParty. In the event that the Indemnifying Party notifies the The Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires entitled to participate in, but not control, in the defense of any such defense or settlementAction, it may do so with its counsel and at its own cost and expense. If the Indemnifying Party elects does not to defend against assume the defense of any such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseAction, the Indemnified Party may, but shall have the right but not the obligation to be obligated to, defend against such claimAction in such manner as it may deem appropriate, and the amount of any resulting Losses (including, without limitationbut not limited to, court costs settling such Action, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and attorneys' fees) incurred no action taken by the Indemnified Party in connection accordance with such defense, defense and settlement shall be conclusively deemed to be the liability of relieve the Indemnifying Party hereunderof its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party notice that describes the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have approved such claim, subject to the limitation set forth in Section 9.04, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party, including causing such Loss to be paid from Escrow, on the terms and subject to the provisions of this Agreement.

Indemnification Procedures. (a) In the event that any action is commenced by a third party involving a claim for which a Party providing party required to provide indemnification under this Agreement (the "an Indemnifying Party") would may be liable to the other Party a party entitled to indemnification (the "an Indemnified Party") is asserted against or sought to be collected by any third personhereunder (an Asserted Liability), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim, specifying Asserted Liability (the nature of such claim and Claim Notice); provided that no delay or failure on the amount part of the estimated amount thereof Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent then feasible (which estimate shall not be conclusive of that the final amount of Indemnifying Party is prejudiced by such claim) (the "Indemnity Claim Notice")delay. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Indemnification Notice Period") to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense and by counsel of its own choosing, to defend against such Asserted Liability. If the Indemnifying Party undertakes to defend against such Asserted Liability, (i) whether or not it disputes the Indemnifying Party shall use its liability commercially reasonable efforts to defend and protect the interests of the Indemnified Party hereunder with respect to such claim, Asserted Liability and (ii) if it does not dispute such liabilitythe Indemnifying Party shall not, whether or not it desires, at its sole cost and expense, to defend without the prior written consent of the Indemnified Party against (such claim; provided howeverconsent not to be unreasonably withheld or delayed), that consent to any settlement which does not contain an unconditional release of the Indemnified Party is hereby authorized prior to and during from the Indemnity Notice Period to file any motion, answer subject matter of the settlement or other pleading, submission that contains an admission of liability or document which it shall deem necessary or appropriate to protect its interestswrongdoing. In the event that the Indemnifying Party notifies the The Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, participate in such a manner as to avoid the defence against any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so Asserted Liability at its own cost and expense. If the Indemnifying Party elects not undertakes to defend against such Asserted Liability, the Indemnified Party shall fully render to the Indemnifying Party and its counsel such assistance and cooperation as may be reasonably required to ensure the proper and adequate defence and settlement of such claim for which it is liableor demand. (b) If the Indemnifying Party does not undertake within the Indemnification Notice Period to defend against such Asserted Liability, whether by not giving timely notice as provided above or otherwise, then the Indemnified Party shall have the right but not the obligation to defend against participate in any such claim, defence and the amount of any resulting Losses (including, without limitation, court Indemnifying Party shall bear the reasonable costs and attorneys' fees) incurred by expenses of the Indemnified Party of such defence. In such case, the Indemnified Party shall control the investigation and defence and may settle or take any other actions the Indemnified Party deems reasonably advisable without in connection with such defense, shall be conclusively deemed any way waiving or otherwise affecting the Indemnified Party’s rights to be the liability of indemnification pursuant to this Agreement. The Indemnified Party and the Indemnifying Party hereunderagree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to such claim or demand. The Indemnified Party and the Indemnifying Party also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defence and settlement of such claim or demand.

Indemnification Procedures. In the event that A party entitled to indemnification pursuant to this Agreement (an “Indemnified Party”) shall, with respect to any claim made against such Indemnified Party for which a Party providing indemnification is available, notify the other party (the "“Indemnifying Party"”) would be liable to in writing of the other Party (nature of the "Indemnified Party") is asserted against or sought to be collected by any third person, claim as soon as practicable but not more than ten days after the Indemnified Party shall promptly notify receives notice of the assertion of the claim. Upon receipt of notice of the assertion of a claim, the Indemnifying Party of such claimmay, specifying at its option, assume the nature of such claim and the amount defense of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liabilityso, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right employ counsel reasonably acceptable to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liabilityParty. If Notwithstanding the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseforegoing, the Indemnified Party shall have the right but not the obligation to defend against employ separate counsel and to participate in, and to control any such claimaction, and the amount reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. An Indemnifying Party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld), nor shall an Indemnifying Party settle any such action without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld). No Indemnifying Party will consent to the entry of any resulting Losses (includingjudgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the claim. Each of the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim for which indemnification is available and shall furnish such records, without limitationinformation, court costs testimony and attorneys' fees) incurred by attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested. For purposes of this section 7.3, references to a “claim” shall be construed broadly, so as to encompass all claims made against the Indemnified Party in connection with such defensea legal action for which indemnification is available under this article VII. The Indemnifying Party shall pay all amounts for which it is responsible under this article VII, shall be conclusively deemed to be the liability promptly and in any event within 10 days of the Indemnifying Party hereunderdate any such amounts are incurred.

Indemnification Procedures. In the event (a) Energy Transfer Corp agrees that any within a reasonable period of time after it becomes aware of facts giving rise to a claim for which a Party providing indemnification (under this Article III, it will provide notice thereof in writing to the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of specific basis for such claim. (b) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt the right to control all aspects of the Indemnity Claim Notice defense of (the "Indemnity Notice Period"and any counterclaims with respect to) to notify any claims brought against the Indemnified Party (i) that are covered by the indemnification under this Article III, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or not it disputes its liability to any matter or any issues relating thereto; provided that no such settlement shall be entered into without the consent of the Indemnified Party hereunder unless it includes a full and unconditional release of the Indemnified Party from such claim; provided, further, that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to such claimall aspects of the defense of, and (ii) if it does not dispute such liabilitythe pursuit of any counterclaims with respect to, whether any claims covered by the indemnification under this Article III for which a request for indemnification is made, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or not it desires, at its sole cost and expense, to defend other notice relating thereto that the Indemnified Party against may receive, permitting the name of the Indemnified Party to be utilized in connection with such claimdefense or counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense or counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party; provided that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 3.2(c). In no event shall the obligation of an Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of, or the pursuit of any counterclaims with respect to, any claims covered by the indemnification set forth in this Article III; provided, however, that the Indemnified Party is hereby authorized prior to may, at its own option, cost and during the Indemnity Notice Period to file expense, engage and pay for counsel in connection with any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestssuch defense and counterclaims. In the event that the The Indemnifying Party notifies agrees to keep any such counsel engaged by the Indemnified Party within informed as to the Indemnity Notice Period that it does not dispute status of any such liability and desires to defend against such claimdefense, then but the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any retain sole control over such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and counterclaims. (d) In determining the amount of any resulting Losses Loss for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (includingi) any insurance proceeds realized by the Indemnified Party, without limitation, court costs and attorneys' fees) incurred such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party in connection with as a result of such defense, shall be conclusively deemed to be claim and (ii) all amounts recovered by the liability of the Indemnifying Indemnified Party hereunderunder contractual indemnities from third Persons (other than indemnity recoveries under this Article III).

Indemnification Procedures. (a) In the event that any claim for which an Indemnified Party becomes aware of a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted Claim against or sought to be collected incurred by any third person, it that the Indemnified Party reasonably believes is covered by the provisions of this Article XVII, written notice shall be given promptly notify by the Indemnified Party to the Indemnifying Party of such claim, specifying containing detail reasonably sufficient for the Indemnifying Party to identify the nature of such claim and the amount basis of the estimated amount thereof Claim. Provided that the Indemnifying Party admits in writing to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Indemnified Party shall have within thirty (30) days from its after receipt of the Indemnity Claim Notice such notice (the "“Indemnity Notice Period"Acceptance Date”) to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies is responsible for indemnifying the Indemnified Party within for such Claim in accordance with the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimprovisions of this Article XVII, then the Indemnifying Party shall have the right to contest and defend by all appropriate legal proceedings such claim by appropriate proceedingsClaim and to control the contest and defense and all settlements of such Claim (provided, which proceedings shall be promptly settled or prosecuted to a final conclusionhowever, in such a manner as to avoid any risk that the Indemnifying Party will not, without the prior written consent of the Indemnified Party becoming subject to liability. If Party, enter into any settlement that would restrict or impose future conditions on the Indemnified Party desires or its operations or would create an obligation or liability (other than for the payment of money) on the Indemnified Party’s part) and to select lead counsel reasonably satisfactory to the Indemnified Party to defend any and all such Claims at the sole cost and expense of the Indemnifying Party; provided, however, that the Indemnifying Party must conduct the defense of the claim actively and diligently thereafter in order to preserve its rights in this regard. The Indemnified Party may select counsel to participate in, but not control, with the Indemnifying Party’s counsel in any such defense or settlementdefense, it may do so at in which event the Indemnified Party’s counsel shall be its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable; provided, whether by not giving timely notice as provided above or otherwisehowever, that if the Indemnified Party shall have been advised in good faith in writing by its counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the right but not Indemnifying Party, or that there may be a conflict of interest between the obligation to defend against such claim, Indemnifying Party and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with the conduct of the defense of such Claim, the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party and the Indemnified Party and the Indemnifying Party shall share control of the defense, shall be conclusively deemed compromise and/or settlement of such Claim. Further, if the Indemnifying Party does not admit in writing to be the liability Indemnified Party on or prior to the Indemnity Acceptance Date that the Indemnifying Party is responsible for indemnifying the Indemnified Party for such Claim in accordance with the provisions of this Article XVII, the Indemnified Party may assume the investigation and defense of such Claim, including employing legal counsel of its choice, at the Indemnifying Party’s expense; provided, however, that the Indemnified Party will not, without the prior written consent of the Indemnifying Party, enter into any settlement that would restrict or impose future conditions on the Indemnifying Party hereunderor its operations or would create any obligation or liability (other than for the payment of money) on the Indemnifying Party’s part. In connection with any such Claim, or the defense or contesting thereof, the Parties shall reasonably cooperate with each other and their respective legal counsel and provide access to relevant books and records in their possession. (b) The Indemnified Party shall notify the Indemnifying Party in writing of any matter potentially indemnifiable under this Agreement as soon as reasonably practicable after the Indemnified Party becomes aware of a potentially indemnifiable event; provided, however, that the failure to provide the notice in a timely manner shall not reduce the Indemnifying Party’s obligations except to the extent of any increase in the amount of the applicable Claim or any material prejudice suffered by the Indemnifying Party or the Indemnified Party as a result of such Indemnified Party’s failure to provide timely written notice. (c) The Indemnifying Party shall pay to the Indemnified Party all reasonable costs and expenses incurred by such Indemnified Party in the enforcement of this Article XVII.

Indemnification Procedures. In the event that any claim for which a The Party providing indemnification claiming indemnity under this Article 10 (the "“Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party"”) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have in no event later than thirty (30) days from its receipt after learning of the Indemnity a written Claim Notice (the "Indemnity Notice Period") to notify the “Indemnified Claim”). Failure by an Indemnified Party to give notice of an Indemnified Claim within thirty (i30) whether or days of receiving a writing reflecting such Claim shall not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that relieve the Indemnifying Party notifies of its indemnification obligations hereunder [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Indemnified Securities and Exchange Commission. except and solely to the extent that such Indemnifying Party within the Indemnity Notice Period that it does not dispute is actually prejudiced as a result of such liability and desires failure to defend against give such claim, then the notice. The Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk assume the conduct and defense of the Indemnified claim with counsel of its choice. The Indemnified Party becoming subject to liability. If shall provide the Indemnifying Party with reasonable assistance in connection with the defense of the Indemnified Claim. The Indemnified Party desires to participate in, but not control, any may monitor such defense or settlement, it may do so with counsel of its own choosing at its own cost and sole expense. The Indemnifying Party may not settle the Indemnified Claim without the prior written consent of the Indemnified Party, such consent shall not be unreasonably withheld, delayed or conditioned. If the Indemnifying Party elects does not to defend against such claim for which it is liable, whether by not giving timely notice assume and conduct the defense of the Indemnified Claim as provided above or otherwise, above: (a) the Indemnified Party shall have may assume and conduct the right but not defense of the obligation to defend against such claim, and Indemnified claim at the amount of any resulting Losses Indemnifying Party’s expense; (including, without limitation, court costs and attorneys' feesb) incurred by the Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to the Indemnified Claim in connection with such defenseany manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, shall be conclusively deemed to be the liability of or obtain any consent from, the Indemnifying Party hereunderin connection therewith); and (c) the Indemnifying Party will remain responsible to indemnify the Indemnified Party for Losses as provided in this Article 10.

Indemnification Procedures. In The Party claiming indemnity under this Article 11 (the event that any claim “Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which a Party providing indemnification indemnity is being sought (the "“Claim”). The Indemnifying Party") would ’s obligation to defend, indemnify, and hold harmless pursuant to Section 11.1 or 11.2, as applicable, shall be liable reduced to the other Party (extent the "Indemnified Party") ’s delay in providing notification pursuant to the previous sentence results in prejudice to the Indemnifying Party. At its option, the Indemnifying Party may assume the defense of any Claim for which indemnity is asserted against or being sought by giving written notice to be collected by any third person, the Indemnified Party within […***…] days after receipt of the notice of the Claim. The assumption of defense of the Claim shall promptly notify not be construed as an acknowledgment that the Indemnifying Party is liable to indemnify any Indemnified Party in respect of the Claim, nor shall it constitute waiver by the Indemnifying Party of such claim, specifying any defenses it may assert against the nature of such Indemnified Party’s claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")for indemnification. The Indemnified Party shall provide the Indemnifying Party shall have thirty (30) days from its receipt of with reasonable assistance, at the Indemnity Claim Notice (Indemnifying Party’s expense, in connection with the "Indemnity Notice Period") to notify the defense. The Indemnified Party (i) whether or not it disputes may participate in and monitor such defense with counsel of its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, own choosing at its sole cost and expense; provided, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid not settle any risk Claim without the prior written consent of the Indemnified Party becoming subject Party, not to liabilitybe unreasonably withheld, conditioned or delayed, unless the settlement involves only the payment of money. If the The Indemnified Party desires to participate in, but shall not control, settle any such defense Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or settlement, it may do so at its own cost and expensedelayed. If the Indemnifying Party elects does not to defend against such claim for which it is liable, whether by not giving timely notice assume and conduct the defense of the Claim as provided above or otherwiseabove, (a) the Indemnified Party shall have the right but not the obligation to may defend against such claimagainst, and consent to the amount entry of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party in connection with such defensemay deem reasonably appropriate (and the Indemnified Party need not consult with, shall be conclusively deemed to be the liability of or obtain any consent from, the Indemnifying Party hereunderin connection therewith), and (b) the Indemnified Party reserves any right it may have under this Article 11 to obtain indemnification from the Indemnifying Party.

Indemnification Procedures. In Each party entitled to indemnification under this Section 8.07 (the event that any claim for which a Party providing "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") would promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be liable sought, and shall permit the Indemnifying party to assume the other Party (defense of any such claim or any litigation resulting therefrom, provided that counsel for the "Indemnified Indemnifying Party") is asserted against , who shall conduct the defense of such claim or sought to litigation, shall be collected approved by any third person, the Indemnified Party (whose approval shall promptly notify not unreasonably be withheld). The failure of any Indemnified Party to give notice as provided herein shall relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations under this Agreement only to the extent then feasible (which estimate that such failure to give notice shall materially prejudice the Indemnifying Party in the defense of any such claim or any such litigation. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that attributes any liability to the Indemnified Party, unless the settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. If any such Indemnified Party shall have been advised by counsel chosen by it that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall not be conclusive have the right to assume the defense of such action on behalf of such Indemnified Party and will reimburse such Indemnified Party and any person controlling such Indemnified Party for the reasonable fees and expenses of any counsel retained by the Indemnified Party, it being understood that the Indemnifying Party shall not, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the final amount same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for each Indemnified Party or controlling person (and all other Indemnified Parties and controlling persons which may be represented without conflict by one counsel), which firm shall be designated in writing by the Indemnified Party (or Indemnified Parties, if more than one Indemnified Party is to be represented by such claimcounsel) (to the "Indemnity Claim Notice")Indemnifying Party. The Indemnifying Party shall have thirty (30) days not be subject to any liability for any settlement made without its consent, which shall not be unreasonably withheld. If the indemnification provided for in this Section 8.07 from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") Indemnifying Party is unavailable to notify the Indemnified Party (i) whether or not it disputes its liability to the an Indemnified Party hereunder with in respect of any losses, claims, damages, labilities or expenses referred to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimtherein, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusionParty, in lieu of indemnifying such a manner as Indemnified Party, shall contribute to avoid any risk of the amount paid or payable by such Indemnified Party becoming subject as a result of such losses, claims, damages, labilities or expenses in such proportion as is appropriate to liability. If reflect the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability relative fault of the Indemnifying Party hereunderand Indemnified Parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Parties, and the parties, relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.07 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation).

Indemnification Procedures. In the event that any claim for which a Party providing Any Person seeking indemnification under this Agreement (the "“Indemnified Party”) shall give prompt written notice (a “Notice of Claim”) to such other applicable Persons against whom such claim is asserted (the “Indemnifying Party"”) would be liable to such indemnification claim. Each Notice of Claim shall (i) specify in reasonable detail the other basis for such claim or demand, setting forth the nature of the claim or demand in reasonable detail and (ii) specify in reasonable detail the amount of indemnifiable Losses or a good faith estimate of the potential indemnifiable Losses against which Indemnified Party seeks indemnification in connection with such Notice of Claim (the "Indemnified Party") is asserted against or sought to be collected by any third person, “Quantified Losses”). The failure of the Indemnified Party shall promptly to so notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying any obligation hereunder except to the nature extent the Indemnifying Party determines that the defense of such claim and or demand is prejudiced by the amount of the estimated amount thereof failure to the extent then feasible (which estimate shall not be conclusive of the final amount of give such claim) (the "Indemnity Claim Notice")notice. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If through counsel of its own choosing, reasonably satisfactory to the Indemnified Party, any third-party claim or demand set forth in a Notice of Claim giving rise to such claim for indemnification, unless the Indemnified Party has determined in good faith that joint representation would result in an actual conflict of interest between the Indemnifying Party elects not and the Indemnified Party. In the event the Indemnifying Party undertakes to compromise or defend against any such claim for which or demand, it is liableshall promptly (and in any event, whether by not giving timely notice as provided above or otherwise, no later than fifteen (15) days after receipt of the Notice of Claim) notify the Indemnified Party in writing of its intention to do so. The Indemnified Party shall have cooperate with the right but not Indemnifying Party and its counsel in the obligation to defend against defense of such claimthird-party claim or demand; provided, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) that all reasonable out-of-pocket expenses incurred by the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnifying Party, in connection with its defense of any third-party claim hereunder. The Indemnified Party may hire separate counsel and participate in such defense, shall be conclusively deemed to be the liability defense at its own expense. No settlement of a third-party claim or demand defended by the Indemnifying Party hereundershall be made without the written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnifying Party shall not, except with written consent of the Indemnified Party, consent to the entry of a judgment or settlement which does not include as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all liability in respect of such third-party claim or demand.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable Any person seeking indemnity pursuant to the other Party Section 9.1 or Section 9.2 (the "Indemnified Party") is asserted against or sought shall use its reasonable efforts to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party indemnifying party in writing promptly upon becoming aware of such any claim, specifying the nature of suit, proceeding or liability to which such claim and the amount indemnification may apply; provided however that any failure to provide such notice shall not constitute a waiver of the estimated amount thereof indemnifying party's indemnity obligations hereunder except to the extent then feasible (which estimate shall not be conclusive the indemnifying party is actually prejudiced in defense of a third party's claim against the final amount of such claim) (the "Indemnity Claim Notice")Indemnified Party. The Indemnifying Party indemnifying party shall have thirty (30) the right, within ten business days from its of receipt of notice thereof, to assume and control the Indemnity Claim Notice (the "Indemnity Notice Period") to notify defense and settlement of, a third party's claim, suit or proceeding against the Indemnified Party (ia "Third Party Claim") whether or at the indemnifying party's sole cost and expense and with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the indemnifying party will not it disputes have the right to assume the defense of any Third Party Claim that seeks criminal penalties. If the indemnifying party's right to assume the defense is exercised, the indemnifying party shall be deemed to have waived all rights to contest its liability to the Indemnified Party hereunder with in respect to of such claim, and (ii) if Third Party Claim. The Indemnifying Party will not settle or compromise any Third Party Claim that it does not dispute such liability, whether or not it desires, at its sole cost and expense, elects to defend without the prior written consent of the Indemnified Party against such claim; provided howeverParty, that which consent will not be unreasonably withheld. If the right to assume and control the defense is exercised, the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost expense and expensethe indemnifying party's indemnity obligations shall be deemed not to include attorneys' fees and litigation expenses incurred in such participation by the Indemnified Party after the assumption of the defense by the indemnifying party. If the Indemnifying indemnifying party does not assume the defense of the Third Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseClaim, the Indemnified Party shall have may defend and settle the right but not Claim for the obligation to defend against such claimaccount and cost of the indemnifying party; provided, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by that the Indemnified Party will not settle the Third Party Claim without the prior written consent of indemnifying party, which consent will not be unreasonably withheld. The indemnifying party will promptly pay, or reimburse the Indemnified Party for payment of, costs and expenses (including fees and expenses of counsel) incurred in connection the defense thereof. The Indemnified Party shall cooperate with such defensethe indemnifying party and, shall be conclusively deemed subject to be obtaining proper assurances of confidentiality and privilege, will make available to the liability indemnifying party all pertinent information under the control of the Indemnifying Party hereunderIndemnified Party.

Indemnification Procedures. In If any action or claim shall be brought against any Distributor Indemnified Party or Trust Indemnified Party (any such party, an "INDEMNIFIED PARTY" and collectively, the event that any claim for "INDEMNIFIED PARTIES"), in respect of which a Party providing indemnification indemnity may be sought against the other party hereto (the "Indemnifying PartyINDEMNIFYING PARTY") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person), the such Indemnified Party shall promptly notify the Indemnifying Party of such claimin writing, specifying the nature of such claim and the amount Indemnifying Party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; but the estimated amount thereof omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to any indemnified party except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the has been materially prejudiced by such failure. Any Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend employ separate counsel in any such claim by appropriate proceedingsaction and participate in the defense thereof, which proceedings but the fees and expenses of such counsel shall be promptly settled at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed to assume the defense and employ counsel, or prosecuted (iii) the named parties to any such action (including any impleaded party) included 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 it which are different from or additional to those available to the Indemnifying Party or which may also result in a final conclusionconflict of interest (in which case if such Indemnified Party notifies the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not, in connection with any one such a manner as action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties. The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to avoid the entry of any risk judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party becoming subject from all liability arising out of such action or claim and (ii) does not include a statement as to liabilityor an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. If the Indemnified The Indemnifying Party desires to participate in, but shall not control, be liable for any settlement of any such defense action effected WITHOUT ITS WRITTEN CONSENT, BUT IF SUCH ACTION IS SETTLED WITH THE WRITTEN CONSENT OF THE INDEMNIFYING PARTY, THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. or settlementif there shall be a final judgment for the plaintiff in any such action and the time for filing all appeals has expired, it may do so at its own cost and expense. If the Indemnifying Party elects not agrees to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the indemnify and hold harmless any Indemnified Party shall have the right but not the obligation to defend from and against any loss or liability by reason of such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability settlement or judgment. The obligations of the Indemnifying Party hereunderunder this SECTION 8 shall be in addition to any liability that the Indemnifying Party may otherwise have.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personReasonably promptly, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have in each instance within thirty (30) days from its after receipt by a Participant Indemnitee or a Company Indemnitee (collectively, “Indemnitees” and, individually, an “Indemnitee”) of notice of the Indemnity Claim Notice commencement of any action or commencement of a claim which may result in indemnity pursuant to Section 7(a) or (b), such Indemnitee will, if a claim in respect thereof is to be made against the "Indemnity Notice Period"indemnifying party under Section 7(a) to or (b), notify the Indemnified Party (i) whether indemnifying party in writing of the commencement thereof, but any failure or delay in notifying the indemnifying party will not relieve the indemnifying party from any liability which it disputes its may have to any Indemnitee hereunder unless the indemnifying party is materially prejudiced by such delay, in which case such failure shall relieve such indemnifying party of any liability to the Indemnified Party hereunder indemnified parties under this Section 7 to the extent that such failure materially prejudices the indemnifying party’s ability to defend such actions. The indemnifying party shall be entitled to participate in, and, to the extent that it may wish, jointly with respect any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such claimIndemnitee, and (ii) if it does after notice from the indemnifying party to such Indemnitee of its election to assume the defense thereof. Following any such assumption of the defense, the indemnifying party shall not dispute be liable to such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file Indemnitee for any motion, answer legal or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsexpenses subsequently incurred by such Indemnitee in connection with the defense thereof. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party The Indemnitee shall have the right to defend employ one counsel per jurisdiction to represent such claim by appropriate proceedingsIndemnitee in any such action and to participate in the defense thereof, which proceedings but the fees and expenses of such counsel shall be promptly settled or prosecuted to a final conclusionat the expense of the Indemnitee unless, in the reasonable judgment of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlementIndemnitee, it may do so at its own cost is advisable for such party to be represented by separate counsel because, in the reasonable discretion of separate counsel, separate defenses are available, or because a conflict of interest exists between such Indemnitee and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against indemnifying party in respect of such claim, or because the indemnifying party shall have failed promptly to assume the defense of such action and to reasonably defend such action, and in any such limited event the amount reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in all other circumstances, the one counsel shall be designated by a majority in interest based upon the Registrable Securities of the Indemnitees. No indemnifying party may settle or compromise, or consent to the entry of any resulting Losses judgment with respect to, any claim without the prior written consent of the Indemnitee (includingnot unreasonably withheld, delayed or conditioned), unless such settlement, compromise or judgment includes a full and unconditional release of such Indemnitee from any and all liability in respect of such claim and involves solely the payment of monetary damages. No Indemnitee may settle or compromise, or consent to the entry of any judgment with respect to, any claim without limitationthe prior written consent of the indemnifying party, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed not to be the liability of the Indemnifying Party hereunderunreasonably withheld, conditioned or delayed.

Indemnification Procedures. In the event that Whenever any claim shall arise for which a Party providing indemnification hereunder, the party entitled to indemnification (the "Indemnifying “Indemnified Party"”) would be liable shall promptly provide written notice of such claim to the other Party party (the "Indemnified “Indemnifying Party") is asserted against or sought ”). The failure to be collected by any third persongive such prompt written notice shall not, the Indemnified Party shall promptly notify however, relieve the Indemnifying Party of such claimits indemnification obligations, specifying the nature of such claim except and the amount of the estimated amount thereof only to the extent then feasible that (which estimate shall not be conclusive of i) the final amount Indemnifying Party forfeits rights or defenses by reason of such claimfailure or (ii) (the "Indemnity Claim Notice"). The Indemnifying Party such failure or delay shall have thirty adversely affected the Indemnifying Party’s ability to defend against, settle or satisfy any Third-Party Claim (30as defined herein) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify for which the Indemnified Party is entitled to indemnification hereunder. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any Action by a Person who is not a party to this Agreement (i) whether or not it disputes its liability to a “Third-Party Claim”), the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresIndemnifying Party, at its sole cost and expense, expense and upon written notice to defend the Indemnified Party, may assume the defense of any such Third-Party against such claim; provided however, that Claim with counsel reasonably satisfactory to the Indemnified Party is hereby authorized prior to Party, which shall include Loeb & Loeb LLP and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsNorton Rxxx Xxxxxxxxx US LLP. In the event that the Indemnifying Party notifies the The Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires entitled to participate in, but not control, in the defense of any such defense or settlementAction, it may do so with its counsel and at its own cost and expense. If the Indemnifying Party elects does not to defend against assume the defense of any such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseAction, the Indemnified Party may, but shall have the right but not the obligation to be obligated to, defend against such claimThird-Party Claim in such manner as it may deem appropriate, and the amount of any resulting Losses (including, without limitationbut not limited to, court costs settling such Third-Party Claim, after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and attorneys' fees) incurred no action taken by the Indemnified Party in connection accordance with such defense, defense and settlement shall be conclusively deemed to be the liability of relieve the Indemnifying Party hereunderof its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Third-Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Indemnification Procedures. (a) In the event that any Action is commenced by a third party involving a claim for which a Party providing indemnification party required to provide indemnity hereunder (the "an “Indemnifying Party"”) would may be liable to the other Party a party entitled to indemnification (the "an “Indemnified Party"”) is asserted against or sought to be collected by any third personhereunder (an “Asserted Liability”), the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim, specifying Asserted Liability (the nature of such claim and “Claim Notice”); provided that no delay on the amount part of the estimated amount thereof Indemnified Party in giving any such Claim Notice shall relieve the Indemnifying Party of any indemnification obligation hereunder except to the extent then feasible (which estimate shall not be conclusive of that the final amount of Indemnifying Party is prejudiced by such claim) (the "Indemnity Claim Notice")delay. The Indemnifying Party shall have thirty (30) sixty days from its receipt of the Indemnity Claim Notice (the "Indemnity “Notice Period"”) to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Indemnifying Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its the Indemnifying Party’s sole cost and expenseexpense and by counsel of its own choosing, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expenseAsserted Liability. If the Indemnifying Party elects not undertakes to defend against such claim Asserted Liability, (i) the Indemnifying Party shall use its reasonable best efforts to defend and protect the interests of the Indemnified Party with respect to such Asserted Liability, (ii) the Indemnifying Party shall consult with the Indemnified Party prior to any significant decision, strategy or action in relation thereto, to the extent affecting non-monetary interests of the Indemnified Party and (iii) the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to any settlement unless such settlement (x) requires only the payment of money and (y) provides for which it is liablea full and unconditional release of the Indemnified Party. Notwithstanding the foregoing, whether by not giving timely notice as provided above or otherwisein any event, the Indemnified Party shall have the right but not to control, pay or settle any Asserted Liability which the obligation Indemnifying Party shall have undertaken to defend so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. If the Indemnifying Party undertakes to defend against such claimAsserted Liability, the Indemnified Party shall fully cooperate with the Indemnifying Party and its counsel in the investigation, defense and settlement thereof. This Section 7.3(a) does not apply to any matter referred to in Section 7.3(b), (c), (d), (e), or (m). (b) With respect to the litigation set forth on Section 7.1(a)(x) of the Seller Disclosure Schedule, from the date hereof until September 30, 2006, Seller shall have the exclusive right to control such litigation (it being understood that (i) Seller shall undertake to defend such litigation and shall use its reasonable best efforts to defend and protect the interests of Buyer with respect to such litigation, (ii) during the time set forth in this Section 7.3(b), Seller shall consult with Buyer prior to any significant decision, strategy or action in relation to such litigation; and (iii) Seller shall not, without the prior written consent of Buyer, consent to any settlement of such litigation). Buyer shall cooperate fully with Seller and its counsel in the investigation, defense and settlement of such litigation. (c) With respect to the litigation set forth on Section 7.1(a)(x) of the Seller Disclosure Schedule, following the expiration of the date in Section 7.3(b), Buyer shall have the exclusive right to control such litigation (it being understood that (i) Buyer shall undertake to defend such litigation and shall use its reasonable best efforts to defend and protect the interests of Seller with respect to such litigation, (ii) during the time set forth in this Section 7.3(c), Buyer shall consult with Seller prior to any significant decision, strategy or action in relation to such litigation, to the extent affecting monetary interests of Seller; and (iii) Buyer shall not, without the prior written consent of Seller, consent to any settlement of such litigation). Seller shall cooperate fully with Buyer and its counsel in the investigation, defense and settlement of such litigation. (d) With respect to the litigation set forth on Sections 7.1(a)(xi) of the Seller Disclosure Schedule, at all times, Buyer shall have the exclusive right to control such litigation (it being understood that (i) Buyer shall consult with Seller prior to any significant decision, strategy or action in relation to such litigation, to the extent affecting monetary interests of Seller; and (ii) Buyer shall not, without the prior written consent of Seller, consent to any monetary settlement of such litigation). Seller shall cooperate fully with Buyer and its counsel in the investigation, defense and settlement of such litigation. (e) With respect to the Shared Litigation, at all times, Buyer shall have the exclusive right to control such litigation. (f) If the Indemnifying Party does not undertake within the Notice Period to defend against such Asserted Liability, then the Indemnified Party shall have the right to control the investigation and defense and may settle or take any other actions the Indemnified Party deems reasonably advisable without in any way waiving or otherwise affecting the Indemnified Party’s rights to indemnification pursuant to this Agreement. The Indemnified Party and the Indemnifying Party agree to make available to each other, their counsel and other representatives, all information and documents available to them which relate to such claim or demand. The Indemnified Party and the Indemnifying Party and the Companies and their respective employees also agree to render to each other such assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim or demand. (g) In calculating amounts payable to an Indemnified Party, the amount of any resulting indemnified Losses shall be determined without duplication of any other Loss for which an indemnification claim has been made under any other representation, warranty, covenant, or agreement and shall be computed net of (including, without limitation, court costs and attorneys' feesi) incurred payments recoverable by the Indemnified Party in connection under any insurance policy with respect to such defenseLosses, shall be conclusively deemed (ii) any prior or subsequent recovery by the Indemnified Party from any Person with respect to be such Losses and (iii) any Tax benefit actually realized by the liability Indemnified Party with respect to such Losses. To the extent that a Tax benefit is actually realized within three years following the Due Date of the Indemnifying Party hereunderapplicable Tax Return that first takes into account the deduction, loss or other Tax attribute generated as a result of the Loss(es) than gave rise to the indemnity payment, then no later than 30 days after the applicable Tax Return has been filed for the applicable period, the indemnified party shall pay to the indemnifying party in immediately available funds the amount of the Tax benefit that is actually realized as a result of the Losses that gave rise to the indemnification (i.e., the reduction in Taxes that would have been otherwise due and payable but for the incurrence of the Losses that gave rise to the indemnification).

Indemnification Procedures. In The indemnified Party shall follow the event that any claim for which a Party providing indemnification procedures set forth in this Section 9.4: (the "Indemnifying Party"a) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified The indemnified Party shall promptly notify the Indemnifying Party in writing of a claim covered by this Section. (b) The indemnified Party shall not admit any liability whatsoever. (c) The indemnifying Party shall be entitled to take sole control of the defense and investigation of the claim (the “Defense”) at its own expense, and to use attorneys of its choice, by providing prompt written notice to the indemnified Party. The indemnifying Party shall not be liable to the indemnified Party for any Defense Costs incurred after such notice, except for Defense Costs incurred at the indemnifying Party’s request. (d) The indemnified Party shall cooperate in all reasonable respects with the indemnifying Party and its attorneys in the Defense of such claim, specifying and may reasonably participate at its Customer Care and Billing Services Agreement Confidential own expense, through its attorneys or otherwise, in such Defense; provided that such participation does not interfere with the nature of such claim and indemnifying Party’s Defense. (e) If the amount indemnifying Party does not take sole control of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive Defense of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party a claim as provided in this subsection 9.4: (i) whether or not it disputes its liability to the Indemnified indemnifying Party hereunder with respect to may participate in such claim, and (ii) if it does not dispute such liability, whether or not it desiresDefense, at its sole cost and expense, to defend ; (ii) the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying indemnified Party shall have the right to defend the claim in such claim manner as it may deem appropriate; and (iii) the indemnifying Party shall pay the indemnified Party’s Defense Costs. (f) All settlements of claims subject to indemnification under this Section shall: (i) if requiring any admission of guilt by appropriate proceedingsthe indemnified Party, be entered into only with the consent of the indemnified Party, which proceedings consent shall not be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk unreasonably withheld; and (ii) include an appropriate confidentiality agreement prohibiting disclosure of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any terms of such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunder.

Indemnification Procedures. 16.7.1 All claims for indemnification under this Agreement shall be asserted and resolved pursuant to this Section 16.7. Any person claiming indemnification hereunder is hereinafter referred to as the “Indemnified Party” and any person against whom such claims are asserted hereunder is hereinafter referred to as the “Indemnifying Party.” 16.7.2 In the event that any a Party wishes to assert a claim for which a indemnity hereunder, such Party providing indemnification (the "Indemnifying Party") would be liable shall with reasonable promptness provide to the other Indemnifying Party (a written notice of the "indemnity claim it wishes to assert on behalf of itself or another Indemnified Party") , including the specific details of and specific basis under this Agreement for its indemnity claim (a “Claim Notice”). To the extent any Losses for which indemnification is sought are asserted against or sought to be collected by any third person, the from an Indemnified Party by a third party, such Claim Notice shall promptly notify include a copy of all papers served on the Indemnifying applicable Indemnified Party of with respect to such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its the personal delivery or receipt of the Indemnity Claim Notice (the "Indemnity “Notice Period"”) to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and Losses and/or (ii) if it does not dispute such liabilitywith respect to any Losses arising out of, associated with, or relating to third party claims, whether or not it desires, at its the sole cost and expenseexpense of the Indemnifying Party, to defend the Indemnified Party against any such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsLosses. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend the Indemnified Party against such claimLosses, then the Indemnifying Party shall have the right to defend such claim by all appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk with counsel of the Indemnified Party becoming subject to liabilityits own choosing. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, settlement it may do so at its own sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Losses that the Indemnifying Party elects not to defend contest or, if appropriate and related to the claim in question, in making any counterclaims against the third party asserting such claim for which it is liableLosses, whether by not giving timely notice as provided above or otherwiseany cross-complaint against any third party (other than a Seller Indemnified Party, if the Indemnified Party shall have the right but not the obligation to defend against such claimis a Seller Indemnified Party; and other than a Buyer Indemnified Party, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by if the Indemnified Party in connection with such defense, is a Buyer Indemnified Party). Such cooperation shall be conclusively deemed include the retention and provision to be the liability of the Indemnifying Party hereunderof all records and other information that are reasonably relevant to the losses at issue. No third party claim that is the subject of indemnification (i) entails a full and unconditional release of the Indemnified Party (and any other members of the Indemnified Party’s group, i.e., all Seller Indemnified Parties or all Buyer Indemnified Parties) without any admission or finding of fault or liability and (ii) does not impose on the Indemnified Party any material non-financial obligation or any financial obligation that is not fully paid by the Indemnifying Party.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section 6, such person (the "Indemnifying Party") would be liable to the other Party (the "an “Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability and only to the Indemnified Party hereunder with respect to such claim, and (iiextent that) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusion, in at the expense of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (a) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed to the right but not retention of such counsel or (b) in the obligation to defend against reasonable judgment of such claim, and the amount Indemnified Party representation of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred both parties by the Indemnified same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such defenseIndemnified Parties (including in the case of Buyer, all of its officers, directors and controlling persons) and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereundershall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. (a) In the event that any claim or demand for which a the Indemnifying Party providing indemnification (the "Indemnifying Party") would be liable to the other an Indemnified Party (the "Indemnified Party") under this Article 8 is asserted against or sought to be collected from an Indemnified Party by any a third personparty, the Indemnified Party shall give notice of such claim or demand promptly notify to the Indemnifying Party of such claimParty, specifying which notice(s) shall specify the nature of such claim or demand in reasonable detail and the amount of or the estimated amount thereof to the extent then feasible (which estimate the “Claim Notice”) and shall not be conclusive attach to such Claim Notice copies of the final amount of any applicable summonses, complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim. (b) (the "Indemnity Upon receipt of a Claim Notice"). The , the Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresbe entitled, at its sole cost and expense, to defend participate in, but not to control, determine or conduct, the Indemnified Party against defense of such claim; provided however, that the Indemnified Party shall not be required to share any information that it is hereby authorized prior prohibited from disclosing under applicable Law or contract or that would reasonably be expected to and during result in the Indemnity Notice Period to file any motion, answer loss of attorney-client or other pleadingprivilege. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, submission and to settle or document to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party (which it consent shall deem necessary not be unreasonably withheld, conditioned or appropriate delayed), no settlement or consent to protect its intereststhe entry of judgment of any such claim shall be determinative of the amount of Losses relating to such matter or any indemnification obligation of the Indemnifying Party under this Article 8. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires has consented to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liableentry of judgment, whether by not giving timely notice as provided above adjustment or otherwisecompromise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (includingsuch settlement, without limitationentry of judgment, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, adjustment or compromise so approved shall be conclusively deemed to be the a liability of the Indemnifying Party hereunderhereunder (if it is determined that the Indemnifying Party has liability for such claim or demand). (c) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (d) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this Article 8 shall not relieve the Indemnifying Party from any liability in respect of such claim, demand or action under this Article 8, except to the extent of any prejudice or damages to the Indemnifying Party as a result thereof. (e) For purposes of clarity but not by way of limitation, the provisions of this Section 8.4 shall not apply to any procedure for any proceeding seeking payment of the Purchase Price, including the Seller’s power to confess judgment against the T-Mobile Parties pursuant to Section 2.1(b)(ii)(C).

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section 15, such person (the an "Indemnifying INDEMNIFIED Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person against whom such indemnity may be sought (the "INDEMNIFYING PARTY") in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability and only to the Indemnified Party hereunder with respect to such claim, and (iiextent that) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusion, in at the expense of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed to the right but not retention of such counsel or (ii) in the obligation to defend against reasonable judgment of such claim, and the amount Indemnified Party representation of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred both parties by the Indemnified same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such defenseIndemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereundershall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. In Whenever a Claim for indemnification arises under this Section, the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "relevant Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall as appropriate, will promptly notify the Indemnifying Party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of such claimany liability that the Indemnifying Party might have, specifying the nature of such claim and the amount of the estimated amount thereof except to the extent then feasible (which estimate shall not be conclusive of that such failure prejudices the final amount of Indemnifying Party’s ability to defend such claim) (the "Indemnity Claim Notice")or loss. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall will have the right to defend against such claim liability or assertion in which event the Indemnifying Party will give written notice to the Indemnified Party of acceptance of the defense of such Claim or loss and the identity of counsel selected by appropriate proceedingsthe Indemnifying Party. Until such time as Indemnifying Party provides such written notice of acceptance of the defense of such Claim or loss, the Indemnified Party will defend such Claim or loss, at the expense of the Indemnifying Party, subject to any right of the Indemnifying Party, to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such Claim or loss. The Indemnifying Party will have exclusive right to control and conduct the defense and settlement of any Claims or losses for which proceedings shall it has given notice of acceptance of the duty to defend, subject to consultation with the Indemnified Party. The Indemnifying Party will not be promptly settled liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party will have the right to refuse a compromise or prosecuted settlement and, at such refusing Party’s cost, to a final conclusion, take over such defense; provided that in such a manner as event the Indemnifying Party will not be responsible for, nor will it be obligated to avoid indemnify the relevant Indemnified Party against, any risk cost or liability in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party will be entitled to participate with the Indemnifying Party in such defense if the Claim or loss requests equitable relief or other relief that could affect the rights of the Indemnified Party becoming subject and also will be entitled to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so employ separate counsel at its own cost and for such defense at such Indemnified Party’s expense. If the Indemnifying Party elects does not to defend against such claim for which it is liable, whether by not giving timely notice accept the defense of any indemnified Claim or loss as provided above or otherwiseabove, the Indemnified Party shall will have the right but not to employ counsel for such defense at the obligation expense of the Indemnifying Party. Each Party agrees to defend against reasonably cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claimClaim or loss, and the amount relevant records of each Party will be available to the other Party with respect to any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunder.

Indemnification Procedures. In Except as set forth in Section 8.4(a), the event person claiming indemnity under this Article 9 (the “Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of any claim, provided, that any the failure to provide such notice shall not affect the Indemnifying Party’s obligations hereunder, except to the extent it is materially prejudiced thereby. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") indemnity is asserted against or sought to be collected by any third person, the being sought. The Indemnified Party shall promptly notify the Indemnifying Party may participate in and monitor such defense with counsel of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, own choosing at its sole cost and expense; provided, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such assume and conduct the defense of the claim with counsel of its choice. The Indemnifying Party shall not settle a claim in any manner that would require payment by appropriate proceedingsthe Indemnified Party, which proceedings shall be promptly settled or prosecuted would materially adversely affect the rights granted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liabilityhereunder, or would materially conflict with the terms of this Agreement, or adversely affect such Party or its products, without first obtaining the indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If So long as the Indemnifying Party is actively defending the claim in good faith, the Indemnified Party desires to participate in, but shall not control, settle or compromise any such defense claim without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or settlement, it may do so at its own cost and expensedelayed. If the Indemnifying Party elects does not to defend against such assume and conduct the defense of the claim for which it is liable, whether by not giving timely notice as provided above or otherwiseabove, (a) the Indemnified Party shall have may defend against, consent to the right but not the obligation to defend against such claim, and the amount entry of any resulting Losses (includingjudgment, without limitation, court costs and attorneys' fees) incurred by or enter into any settlement with respect to such claim in any manner the Indemnified Party in connection with such defensemay deem reasonably appropriate (and the Indemnified Party need not consult with, shall be conclusively deemed to be the liability of or obtain any consent from, the Indemnifying Party hereunderin connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 9.

Indemnification Procedures. In (a) Each party and any other indemnified persons shall be entitled to the event that indemnity described in this Article 4, provided that, in the case of third party claims, the following conditions are met (the party obliged to provide indemnification is referred to as the “Indemnifying Party,” and the party entitled to be indemnified is referred to as the “Indemnified Party”): (1) Promptly upon learning of any claim for which a Party providing indemnification (is sought from the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof shall furnish to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability all information known and reasonably available to the Indemnified Party hereunder with respect related to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that any failure to comply with the Indemnified provisions of this clause (1) shall not relieve the Indemnifying Party is hereby authorized prior of its indemnification obligations except to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it extent such failure shall deem necessary or appropriate to protect its interests. have adversely prejudiced the Indemnifying Party. (2) In the event that of the Indemnifying Party notifies commencement of litigation on the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against basis of such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have tender the right but not defense of such litigation to the obligation to defend against Indemnifying Party, and the Indemnifying Party shall promptly assume and thereafter diligently prosecute the defense of such claim, and the amount of any resulting Losses Indemnifying Party shall bear all Damages in connection therewith, using counsel selected by the Indemnifying Party (includingwhich shall be subject to the Indemnified Party’s approval, without limitationwhich shall not be unreasonably withheld, court costs conditioned or delayed). The Indemnified Party shall be entitled to engage separate counsel and attorneys' fees) incurred participate in such defense; provided that the fees and expenses and such separate counsel shall be paid by the Indemnified Party in connection with such defense, shall be conclusively deemed to be unless the liability interests of the Indemnified Party and the Indemnifying Party are in conflict so that they cannot be adequately represented by the same counsel, in which event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party following a final determination of the indemnification liabilities hereunder. (3) Neither the Indemnifying Party nor the Indemnified Party shall settle any such claim without the prior written consent of the other party, which consent may be withheld in the other party’s sole discretion if such settlement would require the expenditure of funds by the other party or admit on behalf of, or otherwise attribute to, the other party any fault or misconduct. To the extent that both Limited Brands and the Company are required to bear damages, claims, costs and expenses with respect to a particular claim, the intent of Limited Brands and the Company is that they shall bear such damages, claims, costs and expenses in proportion to their respective degrees of responsibility for such claim as allocated in this Article 4 or, if not allocated herein, then in accordance with their respective percentages of fault or responsibility for such claims. (b) Except as otherwise specifically set forth herein, the terms of this Article 4 shall provide the exclusive remedy for monetary damages of Limited Indemnified Persons and Company Indemnified Persons with respect to Damages associated with the matters set forth in this Agreement.

Indemnification Procedures. In (a) If any action or claim shall be brought against any Distributor Indemnified Party or Fund Indemnified Party (any such party, an “Indemnified Party” and collectively, the event that any claim for “Indemnified Parties”), in respect of which a Party providing indemnification (the "Indemnifying Party") would indemnity may be liable to sought against the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personparty hereto, the such Indemnified Party shall promptly notify the Indemnifying Party of such claimindemnifying party in writing, specifying the nature of such claim and the amount indemnifying party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; but the estimated amount thereof failure to notify the indemnifying party shall not relieve it from any liability which it may have to any Indemnified Party except to the extent then feasible such indemnifying party has been materially prejudiced by such failure. (which estimate shall not be conclusive of the final amount of such claimb) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Any Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend employ separate counsel in any such claim by appropriate proceedingsaction and participate in the defense thereof, which proceedings but the fees and expenses of such counsel shall be promptly settled at the expense of such Indemnified Party unless (i) the indemnifying party has agreed in writing to pay such fees and expenses, (ii) the indemnifying party has failed to assume the defense and employ counsel, or prosecuted (iii) the named parties to any such action (including any impleaded party) included 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 it which are different from or additional to those available to the indemnifying party or which may also result in a final conclusionconflict of interest (in which case if such Indemnified Party notifies the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such Indemnified Party), it being understood, however, that the indemnifying party shall not, in connection with any one such a manner as action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties. (c) No indemnifying party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to avoid the entry of any risk judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party becoming subject from all liability arising out of such action or claim and (ii) does not include a statement as to liability. If or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. (d) The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, but if such action is settled with the written consent of the indemnifying party, or if there shall be a final judgment for the plaintiff in any such action and the time for filing all appeals has expired, the indemnifying party agrees to indemnify and hold harmless any Indemnified Party desires to participate in, but not control, from and against any loss or liability by reason of such defense settlement or settlement, it may do so at its own cost and expense. If judgment. (e) The obligations of the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, indemnifying party under this Section 8 shall be conclusively deemed in addition to be any liability that the liability of the Indemnifying Party hereunderindemnifying party may otherwise have.

Indemnification Procedures. In Each party entitled to indemnification under this Section 1.6 (the event that any claim for which a Party providing “Indemnified Party”) will give notice to the party required to provide indemnification (the "“Indemnifying Party"”) would promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and will permit the Indemnifying Party to assume the defense of any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who will conduct the defense of such claim or litigation, will be approved by the Indemnified Party (whose approval will not unreasonably be withheld). 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 under this Section 1.6 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the other defense thereof, subject to the following sentence. The Indemnified Party will have the right to employ its counsel in any such action, but the fees and expenses of such counsel will be at the expense of such Indemnified Party unless: (i) the "employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party"; (ii) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify have been advised by its counsel that representation of such Indemnified Party and the Indemnifying Party by TELENAV, INC. FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT the same counsel would be inappropriate under applicable standards of professional conduct due to actual or potential conflicts of interest between them in the conduct of the defense of such claim, specifying action (in which case the nature Indemnifying Party will not have the right to direct the defense of such claim and the amount action on behalf of the estimated amount thereof Indemnified Party); or (iii) the Indemnifying Party will not in fact have employed counsel to assume the extent then feasible (which estimate shall not be conclusive defense of such action, within a reasonable time, and in any of the final amount of cases set forth in (i), (ii) or (iii) above, such claim) (fees and expenses shall be paid by the "Indemnity Claim Notice")Indemnifying Party. The failure to notify an Indemnifying Party shall have thirty (30) days from its receipt within a reasonable time of the Indemnity Claim Notice (the "Indemnity Notice Period") commencement of any such action, only if prejudicial to notify the Indemnified its ability to defend such action, will relieve such Indemnifying Party (i) whether or not it disputes its of any liability to the Indemnified Party hereunder under this Section 1.6. The Indemnifying Party will not be liable, in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, for the reasonable fees and expenses of more than one separate firm of attorneys for such Indemnified Party or controlling person, which firm will be designated in writing by the Indemnified Party to the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, will, except with the consent of an Indemnified Party, consent to entry of any judgment or enter into any settlement that 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 in respect to such claim, and (ii) if it does not dispute claim or litigation. If any such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against will have been advised by counsel chosen by it that there may be one or more legal defenses available to such claim; provided however, that the Indemnified Party is hereby authorized prior that are different from or additional to those available to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that have not been asserted by the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimParty, then the Indemnifying Party shall will not have the right to defend continue the defense of such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in action on behalf of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the and will reimburse such Indemnified Party desires to participate in, but not control, and any person controlling such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have for the right but not the obligation to defend against such claim, reasonable fees and the amount expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred counsel retained by the Indemnified Party Party. The indemnity agreements contained in connection with this Section 1.6 will not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such defense, shall be conclusively deemed to be settlement is effected without the liability consent of the Indemnifying Party hereunder(which consent will not be unreasonably withheld) as to any action the defense of which has been assumed by such Indemnifying Party.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section 5, such person (the "Indemnifying Party"“indemnified party”) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect counsel related to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsproceeding. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute any such liability and desires to defend against such claimproceeding, then the Indemnifying Party any indemnified party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or prosecuted (ii) the named parties to a final conclusionany such proceeding (including any impleaded parties) include both the indemnifying 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. It is understood that the indemnifying party shall not, in such a manner as to avoid any risk respect of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount legal expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such defense, fees and expenses shall be conclusively deemed to reimbursed as they are incurred. In the case of any such separate firm for the Electing Holders and such control persons of any Electing Holders, such firm shall be designated in writing by the liability Electing Holders holding a majority of the Indemnifying Party hereunderRegistrable Securities covered by the Shelf Registration Statement. In the case of any such separate firm for the Company and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Indemnification Procedures. In Whenever a claim shall arise for indemnification under this Section, the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "relevant Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party as appropriate, shall promptly notify the Indemnifying Party of such claim, specifying and request the nature of such claim and Indemnifying Party to defend the amount of same. Failure to so notify the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt not relieve the Indemnifying Party of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its any liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies might have, except the Indemnified Party within extent that such failure prejudices the Indemnity Notice Period that it does not dispute such liability and desires Indemnifying Party’s ability to defend against such claim, then the . The Indemnifying Party shall have the right to defend against such liability or assertion in which event the Indemnifying Party shall give, within ninety (90) days of its receipt of a request to defend same, written notice to the Indemnified Party of acceptance of the defense of such claim and the identity of counsel selected by appropriate proceedingsthe Indemnifying Party. Until such time as the Indemnifying Party provides such written notice of acceptance of the defense of such claim, which proceedings the Indemnifying Party shall defend such claim, subject to any right to seek reimbursement for the costs of such defense in the event that it is determined that Indemnifying Party had no obligation to indemnify the Indemnified Party for such claim. The Indemnifying Party shall have exclusive right to control and conduct the defense and settlement of any such claims subject to consultation with the Indemnified Party. The Indemnifying Party shall not be liable for any settlement by the Indemnified Party unless such Indemnifying Party has approved such settlement in advance and agrees to be bound by the agreement incorporating such settlement. At any time, an Indemnified Party shall have the right to refuse a compromise or settlement and, at such refusing Party’s cost, to take over such defense; provided that in such event the Indemnifying Party shall not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified Party against, any cost or liability in excess of such refused compromise or settlement With respect to any defense accepted by the Indemnifying Party, the relevant Indemnified Party shall be promptly settled or prosecuted entitled to a final conclusion, participate with the Indemnifying Party in such a manner as to avoid any risk defense if the claim requests equitable relief or other relief that could affect the rights of the Indemnified Party becoming subject and all shall be entitled to liability. If the Indemnified Party desires to participate in, but not control, any employ separate counsel for such defense or settlement, it may do so at its own cost and such Indemnified Party’s expense. If the Indemnifying Party elects does not to defend against such accept the defense of any indemnified claim for which it is liable, whether by not giving timely notice as provided above or otherwiseabove, the relevant Indemnified Party shall have the right but not to employ counsel for such defense at the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability expense of the Indemnifying Party. Each Party hereunderagrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such claim and the relevant records of each Party shall be available to the other Party with respect to any such defense.

Indemnification Procedures. In the event (a) The Indemnified Party agrees that any within a reasonable period of time after it becomes aware of facts giving rise to a claim for which a Party providing indemnification (under this Article III, it will provide notice thereof in writing to the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of specific basis for such claim. (b) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt the right to control all aspects of the Indemnity Claim Notice defense of (the "Indemnity Notice Period"and any counterclaims with respect to) to notify any claims brought against the Indemnified Party (i) that are covered by the indemnification under this Article III, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or not it disputes its liability to any matter or any issues relating thereto, provided that no such settlement shall be entered into without the consent of the Indemnified Party hereunder unless it includes a full and unconditional release of the Indemnified Party from such claim; provided, however, that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Party, which consent shall not be unreasonably delayed or withheld. (c) The Indemnified Party agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party with respect to such claimall aspects of the defense of, and (ii) if it does not dispute such liabilitythe pursuit of any counterclaims with respect to, whether any claims covered by the indemnification under this Article III for which a request for indemnification is made, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or not it desires, at its sole cost and expense, to defend other notice relating thereto that the Indemnified Party against may receive, permitting the name of the Indemnified Party to be utilized in connection with such claimdefense or counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense or counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Party and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Party, provided that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Party pursuant to this Section 3.07(c). In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of, or the pursuit of any counterclaims with respect to, any claims covered by the indemnification set forth in this Article III; provided provided, however, that the Indemnified Party is hereby authorized prior to may, at its own option, cost and during the Indemnity Notice Period to file expense, engage and pay for counsel in connection with any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestssuch defense and counterclaims. In the event that the The Indemnifying Party notifies agrees to keep any such counsel engaged by the Indemnified Party within informed as to the Indemnity Notice Period that it does not dispute status of any such liability and desires to defend against such claimdefense, then but the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any retain sole control over such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and counterclaims. (d) In determining the amount of any resulting Losses loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (includingi) any insurance proceeds realized by the Indemnified Party, without limitation, court costs and attorneys' fees) incurred such correlative insurance benefit shall be net of any incremental insurance premium that becomes due and payable by the Indemnified Party in connection as a result of such claim and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons. (e) With respect to Covered Environmental Losses, Hess shall have the sole right and authority to manage any remediation required by Applicable Law, and, upon reasonable request from Hess, the Partnership will, and will cause each Partnership Group Member to, cooperate with Hess and its contractors or subcontractors to facilitate such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderremediation.

Indemnification Procedures. In (a) If any Person seeking indemnification hereunder (an “Indemnified Party”) believes that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification under this Article 15 (whether or not the event that any claim for which amount thereof is then quantifiable) against a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "“Indemnifying Party”), such Indemnified Party shall assert its claim for indemnification by giving written notice thereof (a “Claim Notice”) to the Indemnifying Party promptly after, and in any event no later than [**] following, receipt of notice of such claim, suit, action or proceeding by such Indemnified Party") is asserted against or sought to be collected by any third person, . Each Claim Notice shall describe the claim in reasonable detail. The failure of the Indemnified Party shall promptly to so notify the Indemnifying Party shall not relieve the Indemnifying Party of liability hereunder except (and then only) to the extent that the defense of such claim, specifying suit, action or proceeding is prejudiced by the nature failure to give such notice. (b) Upon receipt by an Indemnifying Party of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity a Claim Notice"). The , the Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") be entitled to notify the Indemnified Party (i) whether assume and have sole control over the defense of such action or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, claim at its sole cost and expense, expense and with its own counsel if it gives notice of its intention to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior do so to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within [**] of the Indemnity Notice Period receipt of such notice from the Indemnified Party; provided, that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings Party’s retention of counsel shall be promptly settled or prosecuted subject to a final conclusion, in such a manner as to avoid any risk the written consent of the Indemnified Party becoming subject if such counsel creates a conflict of interest under applicable standards of professional conduct or an unreasonable risk of disclosure of Confidential Information concerning an Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed; and (ii) negotiate a settlement or compromise of such action or claim; provided, that (A) such settlement or compromise shall include a full and unconditional waiver and release of all Indemnified Parties (without any cost or liability of any nature whatsoever to liability. If such Indemnified Parties) and (B) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party desires to participate inParty, but which shall not controlbe unreasonably withheld, any such defense conditioned or settlement, it may do so at its own cost and expense. delayed. (c) If the Indemnifying Party elects not to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel reasonably acceptable to the Indemnifying Party, at such Indemnified Party’s sole cost and expense. Notwithstanding the foregoing, if (i) a claim is primarily for non-monetary damages against such claim for which it is liablethe Indemnified Party or seeks an injunction or other equitable relief that, whether by not giving timely notice as provided above or otherwiseif granted, would reasonably be expected to be material to the Indemnified Party, (ii) the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount determined in good faith that an actual or potential conflict of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability interest makes representation of the Indemnifying Party and the Indemnified Party by the same counsel or the counsel selected by the Indemnifying Party inappropriate, or (iii) the claim is a criminal proceeding, then in each case the Indemnified Party may, upon notice to the Indemnifying Party, assume the exclusive right to defend, compromise and settle such claim and the reasonable fees and expenses of the Indemnified Party’s separate counsel shall be borne by the Indemnifying Party to the extent the claim is indemnifiable hereunder. Notwithstanding anything to the contrary herein, for sake of clarity the Parties agree that the foregoing provisions shall not be construed so as to permit the Indemnified Party to control or assume the defense of any action, lawsuit, proceeding, investigation, demand or other claim brought against the Indemnifying Party concurrently with or in a joint proceeding in respect of any claim that is the subject of an indemnification claim hereunder by the Indemnified Party. (d) If, within [**] of receipt from an Indemnified Party of any Claim Notice, the Indemnifying Party (i) advises such Indemnified Party in writing that the Indemnifying Party shall not elect to defend, settle or compromise such action or claim or (ii) fails to make such an election in writing, such Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. (e) Each Indemnified Party shall make available to the Indemnifying Party all information reasonably available to such Indemnified Party relating to such action or claim, except as may be prohibited by Applicable Law. In addition, the Parties shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. The Party in charge of the defense shall keep the other Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.

Indemnification Procedures. In the event (a) The Indemnified Person agrees that any within a reasonable period of time after it becomes aware of facts giving rise to a claim for which a Party providing indemnification (under this Article 2, it will provide notice thereof in writing to the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of specific basis for such claim. (b) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt the right to control all aspects of the Indemnity Claim Notice defense of (the "Indemnity Notice Period"and any counterclaims with respect to) to notify any claims brought against the Indemnified Party (i) Person that are covered by the indemnification under this Article 2, including the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such claim or not it disputes its liability to any matter or any issues relating thereto; provided, however, that no such settlement for only the payment of money shall be entered into without the consent of the Indemnified Party hereunder with respect to such claimPerson, and (ii) if which consent shall not be unreasonably withheld, conditioned or delayed, unless it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend includes a full release of the Indemnified Party against Person from such claim; provided further, that no such settlement containing any form of injunctive or similar relief shall be entered into without the prior written consent of the Indemnified Person, which consent shall not be unreasonably delayed or withheld. (c) The Indemnified Person agrees to cooperate in good faith and in a commercially reasonable manner with the Indemnifying Party, with respect to all aspects of the defense of and pursuit of any counterclaims with respect to any claims covered by the indemnification under this Article 2, including the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Person may receive, permitting the name of the Indemnified Person to be utilized in connection with such defense and counterclaims, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Person that the Indemnifying Party considers relevant to such defense and counterclaims, the making available to the Indemnifying Party of any employees of the Indemnified Person and the granting to the Indemnifying Party of reasonable access rights to the properties and facilities of the Indemnified Person; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Person and further agrees to maintain the confidentiality of all files, records, and other information furnished by the Indemnified Person pursuant to this Section 2.4. The obligation of the Indemnified Person to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence shall not be construed as imposing upon the Indemnified Person an obligation to hire and pay for counsel in connection with the defense of and pursuit of any counterclaims with respect to any claims covered by the indemnification set forth in this Article 2; provided, however, that the Indemnified Party is hereby authorized prior to Person may, at its own option, cost and during the Indemnity Notice Period to file expense, hire and pay for counsel in connection with any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestssuch defense and counterclaims. In the event that the The Indemnifying Party notifies agrees to keep any such counsel hired by the Indemnified Party within Person informed as to the Indemnity Notice Period that it does not dispute status of any such liability and desires to defend against such claimdefense or counterclaim, then but the Indemnifying Party shall have the right to defend retain sole control over such claim defense and counterclaims so long as the Indemnified Person is still seeking indemnification hereunder. (d) In determining the amount of any loss, cost, damage or expense for which the Indemnified Person is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by appropriate proceedings(i) any insurance proceeds realized by the Indemnified Person from third party insurers, which proceedings and such correlative insurance benefit shall be promptly settled or prosecuted net of any expenses related to a final conclusionthe receipt of such proceeds, in such a manner as to avoid including any risk of premium adjustments that become due and payable by the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice Person as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against a result of such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' feesii) incurred all amounts recovered by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderPerson under contractual indemnities from third Persons.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to this Section, such person (the "Indemnifying Party") would be liable to the other Party (the "an “Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof its obligations hereunder except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability and only to the Indemnified Party hereunder with respect to such claim, and (iiextent that) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusion, in at the expense of such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed to the right but not retention of such counsel or (ii) in the obligation to defend against reasonable judgment of such claim, and the amount Indemnified Party representation of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred both parties by the Indemnified same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such defenseIndemnified Parties (including in the case of Lender, all of its officers, directors and controlling persons) and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereundershall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

Indemnification Procedures. In (a) If any action or claim shall be brought against any Distributor Indemnified Party or Trust Indemnified Party (any such party, an “Indemnified Party” and collectively, the event that any claim for “Indemnified Parties”), in respect of which a Party providing indemnification (the "Indemnifying Party") would indemnity may be liable to sought against the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personparty hereto, the such Indemnified Party shall promptly notify the Indemnifying Party of such claimindemnifying party in writing, specifying the nature of such claim and the amount indemnifying party shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses; but the estimated amount thereof omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party except to the extent then feasible such indemnifying party has been materially prejudiced by such failure. (which estimate shall not be conclusive of the final amount of such claimb) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Any Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend employ separate counsel in any such claim by appropriate proceedingsaction and participate in the defense thereof, which proceedings but the fees and expenses of such counsel shall be promptly settled or prosecuted to a final conclusion, in at the expense of such a manner as to avoid any risk of the Indemnified Party becoming subject unless (i) the indemnifying party has agreed in writing to liability. If pay such fees and expenses, (ii) the indemnifying party has failed to assume the defense and employ counsel, or (iii) the named parties to any such action (including any impleaded party) included such Indemnified Party desires to participate in, but not control, any and the indemnifying party and such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have been advised by counsel 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 which may also result in a conflict of interest (in which case if such Indemnified Party notifies the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the indemnifying party shall not, in connection with any one such action or separate but not substantially similar or related actions in the obligation same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such Indemnified Parties. (c) No indemnifying party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or consent to defend against such claim, and the amount entry of any resulting Losses judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (including, without limitation, court costs and attorneys' fees) incurred by whether or not the Indemnified Party in connection is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified SEI – 262212v3 THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI INVESTMENTS DISTRIBUTION CO. Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. (d) The indemnifying party shall not be liable for any settlement of any such action effected without its written consent, but if such action is settled with such defensethe written consent of the indemnifying party, or if there shall be conclusively deemed a final judgment for the plaintiff in any such action and the time for filing all appeals has expired, the indemnifying party agrees to be the indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. (e) The obligations of the Indemnifying Party hereunderindemnifying party under this Section 8 shall be in addition to any liability that the indemnifying party may otherwise have.

Indemnification Procedures. In (a) Promptly after receipt by an Activision Indemnified Party under this Section of notice of the event that commencement of any action or the incurrence of any Loss, such Activision Indemnified Party will, if a claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") in respect of such action is asserted against or sought to be collected by made against any third personindemnifying party under this Section, the Indemnified Party shall promptly notify the Indemnifying Party indemnifying party in writing of the commencement of such claim, specifying the nature action. Upon receipt of such claim and notice the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether indemnifying party or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party parties shall have the right to defend assume and control the defense of such claim by appropriate proceedingsaction with counsel of its choice, subject to the approval of the Activision Indemnified Party, which approval shall not be unreasonably withheld. The Activision Indemnified Parties shall have the right to participate in the defense of any action and to be represented by counsel of its or their own selection in connection with such action and to be kept fully and completely informed by the indemnifying party and its counsel as to the status of the action at all stages of the proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of action, all at the Activision Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own Party's cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the The Activision Indemnified Party shall cooperate with the indemnifying party in any defense which the indemnifying party assumes. Activision shall be entitled to settle any action solely for monetary damages with respect to which it controls the defense subject to the prior consent of the Representative, which consent shall not be unreasonably withheld. The Representative shall be entitled to settle any action solely for monetary damages with respect to which it controls the defense, subject to the prior consent of Activision which consent shall not be unreasonably withheld. The failure to notify an indemnifying party promptly of the commencement of any such action will not relieve him or her or it of any liability that he or she may have the right but to any Activision Indemnified Party. (b) The Members' liability under Section 7.1 shall be several, not the obligation to defend against such claimjoint, and shall be in proportion to their respective ownership interests in Treyarch as set forth in Schedule 2.2(a) (subject to the limitation on liability of the Employee Members under Section 7.2(b)). Any claim for indemnification shall be settled in the following manner: (i) first, delivery by Activision of a Claim Notice (as defined the Warranty Escrow Agreement) for the number of Escrow Shares (as defined in the Warranty Escrow Agreement) equal to the number of Applicable Holdback Shares calculated pursuant to clause (2) of the second sentence of Section 6.2(c)(i),(ii) or (iii), as applicable; (ii) then, in the event the amount of the Losses exceeds the number of Escrow Shares determined pursuant to clause (i) above, delivery by the Representative of cash or other property in the amount equal to (A) the Losses minus (B) the amount determined pursuant to clause (i) above. (c) In the event any resulting Losses claims settled by delivery of a Claim Notice under Section 7.3(b)(i) are settled with Escrow Shares which the Members and Employee Holders are not yet entitled to receive pursuant to Section 6.2(c) and ultimately will not have become entitled to receive pursuant to Section 6.2(c) ("Unearned Escrow Shares"), Activision shall be entitled to seek reimbursement from the Members for the amount ("Shortfall Amount") equal to the number of Unearned Escrow Shares multiplied by the Maximum Price. Any claims for reimbursement will be made in accordance with the procedures set forth in this Section 7.3. The Members agree that Activision shall not seek reimbursement for such Shortfall Amount from the Employee Holders. The Members further agree that Activision may seek reimbursement for such Shortfall Amount at any time, including, without limitation, court costs and attorneys' fees) incurred by after the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderSurvival Date.

Indemnification Procedures. (a) In the event that any claim or demand for which a the Indemnifying Party providing indemnification (the "Indemnifying Party") would be liable to the other an Indemnified Party (the "Indemnified Party") under this Article 8 is asserted against or sought to be collected from an Indemnified Party by any a third personparty, the Indemnified Party shall give notice of such claim or demand promptly notify to the Indemnifying Party of such claimParty, specifying which notice(s) shall specify the nature of such claim or demand in reasonable detail and the amount of or the estimated amount thereof to the extent then feasible (which estimate the “Claim Notice”) and shall not be conclusive attach to such Claim Notice copies of the final amount of any applicable summonses, complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim. (b) (the "Indemnity Upon receipt of a Claim Notice"). The , the Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresbe entitled, at its sole cost and expense, to defend participate in, but not to control, determine or conduct, the Indemnified Party against defense of such claim; provided however, that the Indemnified Party shall not be required to share any information that it is hereby authorized prior prohibited from disclosing under applicable Law or contract or that would reasonably be expected to and during result in the Indemnity Notice Period to file any motion, answer loss of attorney-client or other pleadingprivilege. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, submission and to settle or document to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party (which it consent shall deem necessary not be unreasonably withheld, conditioned or appropriate delayed), no settlement or consent to protect its intereststhe entry of judgment of any such claim shall be determinative of the amount of Losses relating to such matter or any indemnification obligation of the Indemnifying Party under this Article 8. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires has consented to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liableentry of judgment, whether by not giving timely notice as provided above adjustment or otherwisecompromise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (includingsuch settlement, without limitationentry of judgment, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, adjustment or compromise so approved shall be conclusively deemed to be the a liability of the Indemnifying Party hereunderhereunder (if it is determined that the Indemnifying Party has liability for such claim or demand). (c) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (d) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this Article 8 shall not relieve the Indemnifying Party from any liability in respect of such claim, demand or action under this Article 8, except to the extent of any prejudice or damages to the Indemnifying Party as a result thereof. (e) For purposes of clarity but not by way of limitation, the provisions of this Section 8.4 shall not apply to any procedure for any proceeding seeking payment of the Purchase Price, including the Seller’s power to confess judgment against the T-Mobile Parties pursuant to Section 2.1(b)(iii)(C).

Indemnification Procedures. In Any references herein to an “Indemnified Person” shall mean an Investor Indemnified Person or a Company Indemnified Person, as applicable. 1. Promptly after receipt by an Indemnified Person under Sections 6(a) or 6(b) of notice of the event that commencement of any claim for which action or proceeding (including any governmental action or proceeding) involving a Party providing indemnification (the "Indemnifying Party") would Claim, such Indemnified Person shall, if a Claim in respect thereof is to be liable made against any indemnifying party under this Section 6, deliver to the other Party (indemnifying party a written notice of the "Indemnified Party") is asserted against or sought to be collected by any third personcommencement thereof, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party indemnifying party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not controland, to the extent the indemnifying party so desires, jointly with any such other indemnifying party similarly noticed, to assume control of the defense or settlement, it may do so at its own cost thereof with counsel mutually satisfactory to the indemnifying party and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party Person; provided, however, that an Indemnified Person shall have the right but not to retain its own counsel with the obligation fees and expenses to defend against be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such claim, counsel of the Indemnified Person and the amount of indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred other party represented by such counsel in such proceeding. The Indemnified Person shall cooperate fully with the Indemnified Party indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effectuated without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay, or condition its consent. No indemnifying party shall, without the consent of the Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under this Section 7, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. 2. The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received, or Indemnified Damages are incurred. 3. The indemnity agreements contained herein shall be conclusively deemed in addition to be the liability (i) any cause of action or similar right of the Indemnifying Party hereunderPerson against the indemnifying party or others and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party"a) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the The Indemnified Party shall promptly notify give prompt written notice to the indemnifying party of any demand, suit, claim or assertion of liability by third parties that is subject to indemnification hereunder (a “Claim”), but a failure to give such notice or delaying such notice shall not affect the Indemnified Party’s rights or the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof Party’s obligations except to the extent then feasible the Indemnifying Party’s ability to remedy, contest, defend or settle with respect to such Claim is thereby prejudiced and provided that such notice is given within applicable Survival Period. (which estimate shall not be conclusive of the final amount of such claimb) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of be entitled to assume the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether defense or not it disputes its liability to the Indemnified Party hereunder with respect opposition to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interestsClaim with counsel selected by it. In the event that the Indemnifying Party notifies does not assume such defense or opposition in a timely manner, the Indemnified Party within may undertake the Indemnity Notice Period that defense, opposition, compromise or settlement of such Claim with counsel selected by it does not dispute such liability and desires at the Indemnifying Party’s cost (subject to defend against such claim, then the right of the Indemnifying Party to assume defense of or opposition to such Claim at any time prior to settlement, compromise or final determination thereof). (c) Anything herein to the contrary notwithstanding: (i) the Indemnified Party shall be entitled at all times to participate in the defense of a Claim at its own expense; (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Claim or consent to entry of any judgment which does not include the giving by the claimant to the Indemnified Party of a release from all liability in respect of such Claim; (iii) in the event that the Indemnifying Party undertakes defense of or opposition to any Claim, the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to defend consult with the Indemnifying Party and its counsel concerning such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of Claim and the Indemnifying Party and the Indemnified Party becoming subject and their respective counsel shall cooperate in good faith with respect to liability. If such Claim; and (iv) neither party shall have any liability to the Indemnified Party desires to participate inother under any circumstances for special, but not controlindirect, consequential, punitive or exemplary damages or lost profits or similar damages of any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liablekind, whether by or not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderforeseeable.

Indemnification Procedures. (a) In the event that any claim or demand for which a the Indemnifying Party providing indemnification (the "Indemnifying Party") would be liable to the other an Indemnified Party (the "Indemnified Party") under this Article 8 is asserted against or sought to be collected from an Indemnified Party by any a third personparty, the Indemnified Party shall give notice of such claim or demand promptly notify to the Indemnifying Party of such claimParty, specifying which notice(s) shall specify the nature of such claim or demand in reasonable detail and the amount of or the estimated amount thereof to the extent then feasible (which estimate the “Claim Notice”) and shall not be conclusive attach to such Claim Notice copies of the final amount of any applicable summonses, complaints, pleadings, written claims, demands, notices, correspondence or other documents evidencing or supporting such claim. (b) (the "Indemnity Upon receipt of a Claim Notice"). The , the Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desiresbe entitled, at its sole cost and expense, to defend participate in, but not to control, determine or conduct, the Indemnified Party against defense of such claim; provided however, that the Indemnified Party shall not be required to share any information that it is hereby authorized prior prohibited from disclosing under applicable Law or contract or that would reasonably be expected to and during result in the Indemnity Notice Period to file any motion, answer loss of attorney-client or other pleadingprivilege. The Indemnified Party shall have the right in its sole discretion to conduct the defense of, submission and to settle or document to consent to the entry of judgment with respect to, any such claim; provided that, except with the consent of the Indemnifying Party (which it consent shall deem necessary not be unreasonably withheld, conditioned or appropriate delayed), no settlement or consent to protect its intereststhe entry of judgment of any such claim shall be determinative of the amount of Losses relating to such matter or any indemnification obligation of the Indemnifying Party under this Article 8. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires has consented to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liableentry of judgment, whether by not giving timely notice as provided above adjustment or otherwisecompromise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (includingsuch settlement, without limitationentry of judgment, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, adjustment or compromise so approved shall be conclusively deemed to be the a liability of the Indemnifying Party hereunderhereunder (if it is determined that the Indemnifying Party has liability for such claim or demand). (c) In the event an Indemnified Party has a claim against the Indemnifying Party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall promptly send a Claim Notice with respect to such claim to the Indemnifying Party. (d) The failure of the Indemnified Party to give the Indemnifying Party a Claim Notice in accordance with the requirements of this Article 8 shall not relieve the Indemnifying Party from any liability in respect of such claim, demand or action under this Article 8, except to the extent of any prejudice or damages to the Indemnifying Party as a result thereof.

Indemnification Procedures. In the event that any claim for which Promptly after receipt by a Party providing indemnification Holder Indemnitee or a Company Indemnitee (the collectively, "Indemnifying PartyIndemnitees" and, individually, an "Indemnitee") would under Section 4.8(a) or 4.8(b) of notice of the commencement of any action, such Indemnitee shall, if a claim in respect thereof is to be made against the indemnifying party under such clause, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have to any Indemnitee otherwise than under such clauses except to the extent that the indemnifying party has been prejudiced by the failure to receive such notice. In case any such action shall be brought against any Indemnitee, and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnitee, and after written notice from the indemnifying party to such Indemnitee of its election to assume the defense thereof, the indemnifying party shall not be liable to such Indemnitee under such clause for any legal or other expenses subsequently incurred by such Indemnitee in connection with the defense thereof other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personthan reasonable costs of investigation; provided, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party Indemnitee shall have the right to defend employ one counsel to represent such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusionIndemnitee if, in the reasonable judgment of such a manner as to avoid any risk Indemnitee (based on the written opinion of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlementcounsel), it may do so at its own cost is advisable for such party to be represented by separate counsel because a conflict of interest exists between such indemnified and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against indemnifying party in respect of such claim, and in that event the amount reasonable fees and expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred such separate counsel shall be paid by the Indemnified Party indemnifying party. Notwithstanding the foregoing, if the Company is an Indemnitee, the Company shall designate the one counsel, and in connection with such defenseall other circumstances, the one counsel shall be conclusively deemed to be designated by a majority in interest based upon the liability Registrable Securities of the Indemnifying Party hereunderIndemnities. For purposes of this Section 4.8 the terms "control," and "controlling person" have the meanings which they have under the Securities Act.

Indemnification Procedures. (a) An Investor Indemnified Party may make claims for indemnification hereunder by giving written notice thereof to the Company on behalf of the Shareholder Indemnifying Parties within the period in which such indemnification claim can be made hereunder. In the event that any an indemnification claim for which involves a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "third party claim against such Investor Indemnified Party") is asserted against or sought to be collected by any third person, the such Investor Indemnified Party shall promptly notify give prompt written notice thereof together with a statement of any available information regarding such third party claim to the Company; provided that no delay on the part of the Investor Indemnified Party in giving any such notice shall relieve any Shareholder Indemnifying Party or the Company of any indemnification obligation hereunder except to the extent that such claim, specifying Shareholder Indemnifying Party or the nature of Company (as applicable) is prejudiced by such delay. Such written notice shall describe in reasonable detail the facts constituting the basis for such third party claim and the amount of the estimated amount thereof potential Loss, in each case to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")known. The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party Company shall have the right upon written notice to defend the Investor Indemnified Party within fifteen (15) days after receipt from the Investor Indemnified Party of notice of such claim by appropriate proceedings(or less if the nature of the asserted liability requires (e.g., which proceedings shall be promptly settled or prosecuted if an answer is due with respect to a final conclusionformal complaint)), in to assume and conduct at its expense the defense against such a manner as third party claim through the counsel of its choice (such counsel to avoid any risk be reasonably acceptable to the Investor Indemnified Party); provided, the Company shall not be entitled to assume or maintain control of the defense of any third party claim if such third party claim relates to or arises in connection with any tax audit or proceeding (provided that the Investor Indemnified Party becoming subject shall keep the Company reasonably informed about such tax audit or proceeding to liabilitythe extent such tax audit or proceeding relates to the Company or would be reasonably expected to result in an indemnification claim against the Company and shall act in good faith in defending such tax audit or proceeding) or any criminal proceeding, indictment, allegation or investigation. If the Company elects not to assume control within such fifteen (15) day period, or fails to diligently prosecute or defend such third party claim, the Investor Indemnified Party desires shall retain or assume control of such third party claim at the expense of the Company and the Company shall cooperate with and make available to participate in, but not control, any the Investor Indemnified Party such defense or settlement, it assistance and materials as may do so at its own cost and expensebe reasonably requested by it. If the Indemnifying Party Company timely elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseassume control of third party claim, the Investor Indemnified Party shall have the right but not at its expense to participate in the obligation to defend against such claimdefense assisted by counsel of its own choosing; provided, that the Company shall pay the reasonable fees and the amount expenses of any resulting Losses separate counsel to the Investor Indemnified Party (including, without limitation, court costs and attorneys' feesA) incurred by the Investor Indemnified Party in connection with such defense, shall be conclusively deemed prior to be the liability date the Company assumes control of the defense of the proceeding or (B) if representation of both the Company and the Investor Indemnified Party by the same counsel would create an actual or potential conflict of interest, but the Company shall not be obligated to pay the fees and expenses of more than one counsel for the Investor Indemnified Party unless additional local counsel or specialized counsel is necessary as determined in good faith by the Indemnifying Party. The Company shall keep the Investor Indemnified Party reasonably advised of the status of such third party claim and shall consider in good faith recommendations made by the Investor Indemnified Party with respect thereto. (b) The Investor Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any third party claim without the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed. If the Company assumes the defense of any third party claim, the Company shall not, without the prior written consent of the Investor Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such third party claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing by the Investor Indemnified Party, (ii) does not include an unconditional written release by the claimant or plaintiff of the Investor Indemnified Party from all liability in respect of such third party claim or (iii) imposes equitable remedies or any obligation on the Investor Indemnified Party other than solely the payment of money damages for which the Investor Indemnified Party will be fully indemnified hereunder. If an offer is made to settle a third party claim, which offer the Company is permitted to settle under this Section 8.04 only upon the prior written consent of the Investor Indemnified Party, and the Company desires to accept and agree to such offer, the Company shall give prompt written notice to the Investor Indemnified Party to that effect.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying “Indemnified Party"”) would be liable to seeks indemnification under Section 14.1 or 14.2, it shall inform the other Party (the "“Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 14.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party to assume direction and control of the defense of the claim (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) is asserted against or sought to be collected by any third personin the defense of the claim. If the Indemnifying Party does not assume control of such defense within [***] days after receiving notice of the claim from the Indemnified Party, the Indemnified Party shall promptly notify control such defense and, without limiting the Indemnifying Party of such claimParty’s indemnification obligations, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of reimburse the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate infor all costs, but not controlincluding reasonable attorney fees, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection defending itself within [***] days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such defenseaction, shall be conclusively deemed to be suit, proceeding or claim without the liability prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party hereundershall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party. If the Parties cannot agree as to the application of Section 14.1 or 14.2 to any claim, pending resolution of the dispute pursuant to Article 15, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 14.1 or 14.2, as applicable, upon resolution of the underlying claim.

Indemnification Procedures. (a) The Shareholder Representative shall have the sole right to act on behalf of the Company Indemnifying Parties and the Company Indemnified Parties with respect to any indemnification claims made pursuant to this Section 10, including defending and settling any claims hereunder and receiving any notices or making any claims on behalf of the Company Indemnifying Parties and the Company Indemnified Parties. Innovate shall have the sole right to act on behalf of the Innovate Indemnifying Parties and the Innovate Indemnified Parties with respect to any indemnification claims made pursuant to this Section 10, including defending and settling any claims hereunder and receiving any notices or making any claims on behalf of the Innovate Indemnifying Parties and the Innovate Indemnified Parties. (b) In the event that any order to make a claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personhereunder, the Indemnified Party shall promptly notify the Indemnifying Party must provide written notice (a “Claim Notice”) of such claimclaim to Indemnifying Party, specifying to the nature Escrow Agent and to the Parties hereto, which Claim Notice shall include (i) a reasonable description of the facts and circumstances which relate to the subject matter of such indemnification claim to the extent then known and (ii) the amount of Losses suffered by the Indemnified Party in connection with the claim to the extent known or reasonably estimable (provided, that the Indemnified Party may thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to the Shareholder Representative and the Escrow Agent); provided, that the copy of any Claim Notice provided to the Escrow Agent shall be redacted for any confidential or proprietary information of the Innovate Indemnified Party. (c) The Indemnified Party shall have the right to undertake, conduct, control and settle the defense of any indemnification claim under this Section 10 arising from a claim of a third party (including any Governmental Authority) (a “Third Party Claim”); provided, however, that the Indemnified Parties may not affect the settlement of any such claim without the consent of the Shareholder Representative or Innovate, as applicable, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party, as applicable, shall cooperate with the Indemnified Parties and its counsel in the defense of such claim and shall be entitled to participate in the amount of the estimated amount defense thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice")at its own cost and expense. The Indemnifying Party shall have may acknowledge and agree by written notice to the Indemnified Party to satisfy such claim within thirty (30) days from its of receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the notice of such claim from such Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claimParty; provided, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that if the Indemnified Party claim is hereby authorized prior such that a response is required in less than thirty (30) days (such lesser time period to and during be specified in good faith in the Indemnity Notice Period applicable Claim Notice), such time period shall be reduced to file any motionthe response period applicable to the claim less three (3) days, answer or other pleading, submission or document which it but in no event shall deem necessary or appropriate to protect its intereststhe time period be less than ten (10) days. In the event that the Indemnifying Party notifies disputes such claim, the Indemnifying Party shall provide written notice of such dispute to the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against thirty (30) days of receipt of notice of such claim, then setting forth the basis of such dispute. In the event that the Indemnifying Party fails to provide written notice to Indemnified Party within the required number of days of receipt of notice from the Indemnified Party that the Indemnifying Party either acknowledges and agrees to pay such Loss or dispute such Loss, the Indemnifying Party shall be deemed to have the acknowledged and agreed to pay such Loss in full and to have waived any right to defend dispute such Loss. (d) With respect to any direct indemnification claim by appropriate proceedingsthat is not a Third Party Claim, which proceedings shall be promptly settled or prosecuted to the Indemnifying Party will have a final conclusion, in such a manner as to avoid any risk period of thirty (30) days after receipt of the Indemnified Party becoming subject Claim Notice to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expenserespond thereto. If the Indemnifying Party elects does not respond within such thirty (30) days, the Indemnifying Party will be deemed to defend against have accepted responsibility for the Losses set forth in such Claim Notice subject to the limitations on indemnification set forth in this Section 10 and will have no further right to contest the validity of such Claim Notice. If the Indemnifying Party responds within such thirty (30) days after the receipt of the Claim Notice and rejects such claim for which it is liable, whether by not giving timely notice as provided above in whole or otherwisein part, the Indemnified Party shall have the right but not the obligation will be free to defend against pursue such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall remedies as may be conclusively deemed to be the liability of the Indemnifying Party hereunderavailable under this Agreement.

Indemnification Procedures. In the event that either party is entitled to indemnification (an “Indemnitee”) from the other party (the “Indemnifying Party”) pursuant to the terms of Section 18, with respect to which such Indemnitee intends to seek indemnification thereunder, the Indemnitee and Indemnifying Party shall follow the procedures set forth in this Section 18.4. Promptly after receipt by Indemnitee of notice of the commencement or threatened commencement of any claim with respect to which such Indemnitee may be entitled to receive payment from the Indemnifying Party for any Losses, or to which a Party providing the Indemnitee believes it is entitled to indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personhereunder, the Indemnified Party Indemnitee shall promptly notify the Indemnifying Party of such claim in writing. No delay or failure to so notify the Indemnifying Party shall relieve it of its obligations under this Agreement except to the extent that the Indemnifying Party has been materially harmed by such delay or failure. Within 15 days following receipt of written notice from Indemnitee relating to any claim, specifying but no later than five days before the nature date on which any response to a complaint or summons is due, the Indemnifying Party shall notify Indemnitee in writing whether the Indemnifying Party elects to assume control of the defense and settlement of that claim (a “Notice of Election”). If the Indemnifying Party delivers a Notice of Election relating to any claim within the required notice period, the Indemnifying Party shall be entitled to have sole control over the defense and settlement of such claim; provided, however, that (i) Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the amount handling of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies shall obtain the Indemnified prior written approval of Indemnitee before entering into any settlement of such claim imposing any obligations or restrictions on Indemnitee, which approval shall not be unreasonably withheld, delayed or conditioned. After the Indemnifying Party within has delivered a Notice of Election relating to any claim, if the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claimIndemnifying Party performs its indemnification obligations as set forth in this Agreement, then the Indemnifying Party shall not be liable to Indemnitee for any litigation costs and expenses (including legal fees and disbursements and costs of investigation) directly incurred by Indemnitee in employing its own counsel in connection with the defense of that claim. In addition, the Indemnifying Party shall not be required to indemnify Indemnitee for any amount paid or payable by Indemnitee in the settlement of any claim if (x) the Indemnifying Party has delivered a timely Notice of Election and such amount was agreed to without the written consent of the Indemnifying Party, or (y) the time period within which to deliver a Notice of Election has not yet expired. If the Indemnifying Party does not deliver a Notice of Election relating to any claim within the required notice period, Indemnitee shall have the right to defend such the claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk it may deem appropriate, at the reasonable cost and expense of the Indemnified Indemnifying Party. The Indemnifying Party becoming subject to liabilityshall promptly reimburse Indemnitee for all such costs and expenses. If Indemnitee shall cooperate, at the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own Indemnifying Party’s cost and expense. If , in all reasonable respects with the Indemnifying Party elects not to defend against such claim for which it is liableand its attorneys in the investigations, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, trial and the amount defense of indemnified claims and any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderappeal arising therefrom.

Indemnification Procedures. In the event (A) Each Indemnified Party agrees that any promptly after it becomes aware of facts giving rise to a claim by it for indemnification pursuant to this Article 8, such Indemnified Party must assert its claim for which indemnification under this Article 8 (each, a Party “Claim”) by providing indemnification written notice (the "Indemnifying Party"a “Claim Notice”) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claimallegedly required to provide indemnification protection under this Article 8 specifying, specifying in reasonable detail, the nature of and basis for such claim Claim (e.g., the underlying representation, warranty, covenant or agreement alleged to have been breached) and the amount of the estimated amount thereof (to the extent then feasible (which estimate that the nature and amount of such Claim is known or reasonably ascertainable at such time; provided, however, that such amount or estimated amount shall not be conclusive of the final amount amount, if any, of such claim) (the "Indemnity Claim Notice"Claim). The Notwithstanding the foregoing, an Indemnified Party’s failure to send or delay in sending a Claim Notice will not relieve the Indemnifying Party from liability hereunder with respect to such Claim except to the extent the Indemnifying Party is prejudiced by such failure or delay. (B) In the event of the assertion of any Claim for which, by the terms hereof, an Indemnifying Party is obligated to indemnify an Indemnified Party, the Indemnifying Party will have the right, at such Indemnifying Party’s expense, to assume the defense of same including the appointment and selection of counsel on behalf of the Indemnified Party so long as such counsel is reasonably acceptable to the Indemnified Party. If the Indemnifying Party elects to assume the defense of any such Claim, it shall have within thirty (30) days from of its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to Notice, notify the Indemnified Party (i) whether in writing of its intent to do so. The Indemnifying Party will have the right to settle or compromise or take any corrective or remediation action with respect to any such Claim by all appropriate proceedings, which proceedings will be diligently prosecuted by the Indemnifying Party to a final conclusion or settled at the discretion of the Indemnifying Party. The Indemnified Party will be entitled, at its own cost, to participate with the Indemnifying Party in the defense of any such Claim. If the Indemnifying Party assumes the defense of any such Claim but fails to diligently prosecute such Claim, or if the Indemnifying Party does not it disputes its liability to assume the defense of any such Claim, the Indemnified Party hereunder may assume control of such defense and in the event it is determined pursuant to the procedures set forth in Article 9 that the Claim was a matter for which the Indemnifying Party is required to provide indemnification under the terms of this Article 8, the Indemnifying Party will bear the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses). Notwithstanding the foregoing, the Indemnifying Party may not assume the defense of the Claim (but will be entitled at its own cost to participate with the Indemnified Party in the defense of any such Claim) if the potential Losses under the Claim could reasonably and in good faith be expected to exceed, in the aggregate when combined with all claims previously made by the Indemnified Party to the Indemnifying Party under this Article 8, the maximum amount for which the Indemnifying Party may be liable pursuant to Section 8.3(C); provided, however, that to the extent the Parties are not in agreement with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then calculation of potential Losses the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled assume the defense of the Claim in accordance herewith until the Parties have agreed or prosecuted to a final conclusionnon-appealable judgment has been entered into, with respect to the determination of the potential Losses. (C) Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in such a manner as each case, that subjects the Indemnified Party to avoid any risk injunctive or other non-monetary relief or any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party becoming subject to liability. If or imposes any continuing obligation on or requires any payment from the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, without the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderParty’s prior written consent.

Indemnification Procedures. In the event that case any claim for proceeding (including any governmental investigation) shall be instituted involving any person in respect of which a Party providing indemnification indemnity may be sought pursuant to either Section 6(a) or 6(b), such person (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party"”) is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the person from whom such indemnity may be sought (the “Indemnifying Party”) in writing (provided that failure to so notify an Indemnifying Party of shall not relieve such claim, specifying the nature of such claim and the amount of the estimated amount thereof Indemnifying Party from any liability under Section 6(a) or 6(b) to the extent then feasible (which estimate it is not materially prejudiced as a result thereof and in any event shall not be conclusive relieve it from any liability which it may have otherwise than on account of this indemnity agreement) and the Indemnifying Party, upon request of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party Indemnified Party, shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability retain counsel reasonably satisfactory to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend represent the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that others the Indemnifying Party notifies may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend retain its own counsel, but the fees and expenses of such claim by appropriate proceedings, which proceedings counsel shall be promptly settled or prosecuted to a final conclusionat the expense of such Indemnified Party, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If unless (i) the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, and the Indemnified Party shall have mutually agreed in writing to the right but not retention of such counsel or (ii) the obligation named parties to defend against any such claim, proceeding (including any impleaded parties) include both the Indemnifying Party and the amount Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or different legal defenses available to them. It is understood that the Indemnifying Party shall not, in respect of the legal expenses of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such defense, Indemnified Parties and that all such fees and expenses shall be conclusively deemed reimbursed as they are incurred. Such firm shall be designated in writing by the Representative, in the case of parties indemnified pursuant to Section 6(a) above, and by the Company, in the case of parties indemnified pursuant to Section 6(b) above. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the liability of plaintiff, the Indemnifying Party hereunderagrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested an Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 90 days after receipt by such Indemnifying Party of the aforesaid request and (ii) such Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such proceeding and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party"a) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the An Indemnified Party shall promptly notify give the Indemnifying Party Shareholder Representative reasonably prompt written notice after receiving a claim of any Losses that such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation determined has given rise to, or is reasonably likely to defend against such give rise to, a claim for indemnification hereunder, including as result of any legal action, claim, and demand, arbitration, hearing, charge, complaint, investigation, examination, indictment, litigation, suit or other civil, criminal, administrative or investigative proceeding (each, a “Legal Action”). Notwithstanding the amount preceding sentence, the failure to so reasonably promptly notify the Shareholder Representative hereunder shall not release the Holders from their obligations under this Article IX, except to the extent the Holders are materially prejudiced by such failure or delay. (b) The Shareholder Representative shall be entitled to participate in the defense of any resulting Losses Legal Action for which indemnification may be claimed hereunder (includingat the expense of the Holders), without limitation, court costs and attorneys' fees) incurred at its option shall be entitled to assume the defense thereof by the Indemnified Party appointing counsel reasonably acceptable to Parent in connection with such defense, ; provided that: (i) the Indemnified Party shall be conclusively deemed entitled to participate in the defense of such Legal Action and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any reasonable fees and expenses of such separate counsel that are incurred prior to the date the Shareholder Representative assumes control of such defense, and except that the Holders shall pay all of the reasonable fees and expenses of such separate counsel if the Indemnified Party has been reasonably advised by its counsel that use of the same counsel to represent both the Indemnified Party and the Holders would present a conflict of interest); (ii) the Shareholder Representative shall not be entitled to assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) the Legal Action seeks an injunction or equitable relief against the Indemnified Party which is not merely incidental to a primary damage claim for monetary damages; (C) the Indemnified Party has been reasonably advised by its counsel that use of the same counsel to represent both the Indemnified Party and the Holders would present a conflict of interest; or (D) upon petition by the Indemnified Party, the appropriate court rules that the Shareholder Representative failed or is failing to diligently prosecute or defend such Legal Action; and (iii) if the Shareholder Representative shall control the defense of any such Legal Action, the Shareholder Representative shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a Legal Action or ceasing to defend such Legal Action if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Legal Action. (c) After any Legal Action has been filed or initiated, each of Parent and the Shareholder Representative shall make available to the other and its attorneys and accountants all information under its control relating to such claim, unless prohibited by applicable Law, which may be made available under the terms of a confidentiality agreement or under appropriate protective orders satisfactory to such party and the parties agree to render to each other such assistance as they may reasonably require of each other in order to facilitate the proper and adequate defense of any such claim. (d) Notwithstanding anything herein to the contrary, indemnifiable Losses made pursuant to this Article IX shall be net of any insurance or other recoveries actually received (but without reduction for any “deductible,” “self-insurance retention” or any similar risk retention expense in respect of applicable insurance policies or other expenses incurred in connection with such recovery) by the Indemnified Party or its Affiliates in connection with the facts giving rise to the right of indemnification. To the extent that any Losses that are subject to indemnification pursuant to this Article IX are covered by general liability insurance coverage or such a policy or other coverage paid for by Company, Parent shall use Specified Efforts to obtain the maximum recovery under such insurance coverage or policy. Notwithstanding any other provision of this Agreement, it is the intention of the parties that no insurer or any other third party shall be (i) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions, or (ii) relieved of the responsibility to pay any claim which it is obligated to pay. (e) All indemnification obligations of the Holders under this Article IX shall be effected exclusively through a payment to Parent from the funds constituting the Holdback Consideration being held by the Escrow Agent, which shall constitute Parent’s sole and exclusive remedy for any and all matters covered by this Article IX, and in no event shall any Holder, whether individually or together with other Holders, have any liability of any kind in excess of the Indemnifying Party hereunderHoldback Consideration.

Indemnification Procedures. (a) In the event that any party entitled to indemnification hereunder (an “Indemnified Party”) should have a claim for which a Party providing against any party required to provide indemnification hereunder (the "an “Indemnifying Party"”) would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third personunder this ARTICLE 9, the Indemnified Party shall deliver notice of such claim (with reasonable specificity, to the extent the applicable facts are known to the Indemnified Party at such time) to the Indemnifying Party promptly notify following the Indemnified Party becoming aware of the same; provided, that no delay on the part of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof any indemnification obligation hereunder except to the extent then feasible that the Indemnifying Party is materially prejudiced by such delay. Any payment to any Indemnified Party pursuant to this ARTICLE 9 shall be made with Interest on the applicable amount of Losses from the date of the related claim for indemnification up to, but not including, the date of payment. (which estimate b) Notwithstanding the foregoing, with respect to any third-party claim subject to indemnification hereunder (an “Asserted Liability”) the Indemnifying Party shall not be conclusive entitled to assume or maintain control of the final amount defense of such any Asserted Liability, shall not be entitled to settle or compromise any Asserted Liability, and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Asserted Liability relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (ii) the Asserted Liability seeks injunctive or equitable relief against the Indemnified Party. Except as otherwise provided in the preceding sentence, the Indemnifying Party shall be entitled to assume or maintain control of the defense of any Asserted Liability and shall not be liable hereunder for any settlement effected without its consent of any claim) (the "Indemnity Claim Notice"), litigation or proceeding in respect of which indemnity may be sought hereunder. The Indemnifying Party shall have thirty (30) days from its receipt not, without the prior written consent of the Indemnity Claim Notice Indemnified Party, consent to any settlement in respect of an Asserted Liability which (the "Indemnity Notice Period"A) to notify does not contain an unconditional release of the Indemnified Party from the subject matter of the settlement or that contains an admission of liability or wrongdoing or (iB) whether imposes any sanctions, restrictions or not it disputes its liability to obligations on the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend other than the payment of money damages. The Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right (but not the duty) to defend such claim by appropriate proceedingsparticipate in the defense against any Asserted Liability at its own expense; provided, which proceedings shall be promptly settled or prosecuted to a final conclusionthat, in such a manner as to avoid any risk of if the Indemnifying Party and the Indemnified Party becoming subject are both named parties to liability. If the proceedings and, in the reasonable opinion of counsel to the Indemnified Party desires Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the applicable Indemnified Parties shall be entitled to participate in, but not control, in any such defense or settlement, it may do so with one separate counsel at its own cost and expense. If the reasonable expense of the Indemnifying Party elects not to defend against such claim for which it is liableParty. Notwithstanding the foregoing, whether by not giving timely notice as provided above or otherwisein any event, the Indemnified Party shall have the right but not to control, pay or settle any Asserted Liability which the obligation Indemnifying Party shall have undertaken to defend so long as the Indemnified Party shall also waive any right to indemnification therefor by the Indemnifying Party. If the Indemnifying Party undertakes to defend against such claimAsserted Liability, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection shall reasonably cooperate with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderto ensure the proper and adequate defense and settlement of such claim or demand. (c) Notwithstanding any other provision of this Agreement, in no event shall any party be liable for punitive damages or any special or indirect damages of any kind or nature, regardless of the form of action through which such damages are sought.

Indemnification Procedures. In the event that If any claim for which a Party providing party is obligated under Section 11.2 or 11.3 hereof to provide indemnification (the "“Indemnifying Party") would be liable to the other Party (the "Indemnified Party"”) is asserted by any third party against or sought to be collected by from any third personparty indemnified hereunder (“Indemnified Party”), the such Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature in writing of such claim and the amount of or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"such notice to include all relevant correspondence from or with any Taxing authority). The Indemnifying Party shall have thirty (30) days from its after receipt of such notice to assume the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability conduct and control, through counsel reasonably acceptable to the Indemnified Party hereunder with respect to such claimand at the expense of the Indemnifying Party, and (ii) if it does not dispute such liability, whether of the settlement or not it desires, at its sole cost and expense, to defend defense thereof; provided that the Indemnifying Party shall permit the Indemnified Party against to participate in such settlement or defense through counsel chosen by the Indemnified Party so long as the fees and expenses of such counsel are borne by the Indemnified Party. The Indemnified Party shall not pay or settle any such claim during the thirty (30) day period during which the Indemnifying Party is entitled to assume control. So long as the Indemnifying Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file may pay or settle any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies such claim if the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires waives its right to defend against indemnification hereunder in respect of such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof or is not eligible to defend against assume such claim for which it is liable, whether by not giving timely notice as provided above or otherwisedefense pursuant to this Section 11.4, the Indemnified Party shall have the right in good faith to contest, pay or settle the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement; provided that, unless the obligation Indemnifying Party did not or was not eligible to defend against such assume the conduct and control of the claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with shall not pay or settle any such defense, shall be conclusively deemed to be claim without the liability prior consent of the Indemnifying Party, unless the Indemnified Party waives its right to indemnification hereunder with respect to such claim. The Indemnifying Party shall not, except with the prior consent of the Indemnified Party, enter into any settlement that does not include as an unconditional term thereof the unconditional release of the Indemnified Party from all liability with respect to the related claim (other than Tax related claims). Notwithstanding the foregoing, with respect to any issue or claim in any Tax audit or administrative or court proceeding pursuant to which the Indemnifying Party may be liable pursuant to this Agreement, the Indemnifying Party shall have the sole right to represent the interests of Newco and any Subsidiary, provided that the Indemnifying Party shall not enter into any settlement of claims that would affect the Tax liability of Azoff Management or any MSG Party or any of their Subsidiaries other than Newco or in respect of Newco for any period after the Closing Date (after giving effect to the Indemnifying Party’s indemnification obligations hereunder).

Indemnification Procedures. In the event that any claim for which a Party providing A party seeking indemnification (the "Indemnifying PartyIndemnitee") would shall use its best efforts to minimize any liabilities, damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be liable sought under this Agreement. The Indemnitee shall give prompt written notice to the other Party party from whom indemnification is sought (the "Indemnified PartyIndemnitor") of the assertion of a claim for indemnification, but in no event longer than twenty (20) days after service of process in the event litigation is asserted commenced against the Indemnitee by a third party, or sought to be collected by any third person, sixty (60) days after the Indemnified Party shall promptly notify the Indemnifying Party assertion of such claim, specifying whichever shall first occur. No such notice of assertion of a claim shall satisfy the nature requirements of this Section 9.2(c) unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the filing of any necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnitor shall (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the insurance company insuring against any such claim and undertaking to defend such claim, or by other counsel selected by it and approved by the amount Indemnitee, which approval shall not be unreasonably withheld or delayed. The Indemnitor shall keep the Indemnitee fully apprised at all times of the estimated amount thereof status of the defense and shall consult with the Indemnitee prior to the settlement of any indemnified matter. The Indemnitee agrees to use reasonable efforts to cooperate with the Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim or claims against any third party arising out of or connected with the indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the Indemnitor the entire claim or claims to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (indemnification actually paid by the "Indemnity Claim Notice"). The Indemnifying Party Indemnitor and the Indemnitor shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder thereupon be subrogated with respect to such claim, and (ii) if it does not dispute such liability, whether claim or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk claims of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderIndemnitee.

Indemnification Procedures. In Promptly after receipt by an Indemnified Person of notice of the event that commencement of any claim claim, challenge, litigation, investigation or proceeding for which such Indemnified Person is indemnified pursuant to Section 7.1 (an “Indemnified Claim”), such Indemnified Person will, if a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") claim is asserted against or sought to be collected by any third personmade hereunder against the Indemnifying Party in respect thereof, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount in writing of the estimated amount thereof commencement thereof; provided, that (a) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have hereunder except to the extent then feasible it has been materially prejudiced by such failure and (which estimate b) the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Person otherwise than on account of this Article VII. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be conclusive liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or participation therein (other than reasonable costs of the final amount of such claiminvestigation) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party unless (i) whether or not it disputes its liability such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the Indemnified Party hereunder with respect to such claimimmediately preceding sentence (it being understood, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party is hereby authorized prior shall not have employed counsel reasonably acceptable to and during such Indemnified Person to represent such Indemnified Person within a reasonable time after the Indemnity Notice Period to file any motionIndemnifying Party has received notice of commencement of the Indemnified Claims from, answer or other pleadingdelivered on behalf of, submission or document which it shall deem necessary or appropriate to protect its interests. In the event Indemnified Person, (iii) after the Indemnifying Party assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires has failed or is failing to defend against such claimclaim and provides written notice of such determination and the basis for such determination, then and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or (iv) the Indemnifying Party shall have authorized in writing the right employment of counsel for such Indemnified Person. Notwithstanding anything herein to defend such claim by appropriate proceedingsthe contrary, which proceedings the Company Parties shall have sole control over any Tax controversy or Tax audit and shall be promptly settled or prosecuted permitted to a final conclusion, in such a manner as to avoid settle any risk liability for Taxes of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderDebtors.

Indemnification Procedures. In 9.3.1 A party seeking indemnification under this Agreement (an "Indemnified Party") for a claim by a third party shall promptly notify the event that any claim for which a Party providing indemnification other party (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount in writing of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive commencement, or threatened commencement, of the final amount of such claim) (the "Indemnity Claim Notice")any civil, criminal, administrative or investigative action or proceeding involving a claim for indemnification under this Agreement. The Indemnifying Party shall have sole control over the defense and settlement of such claim, provided that, within thirty (30) days from its after receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claimabove-described notice, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within of its election to so assume full control. The foregoing notwithstanding, the Indemnity Notice Period that it does not dispute Indemnified Party shall be entitled to participate in the defense of such liability claim and desires to defend against employ counsel at its own expense to assist in the handling of such claim, then the . The Indemnifying Party shall have obtain the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk prior written approval of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate inParty, but which shall not controlbe unreasonably withheld, before entering into any settlement of such defense claim or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not ceasing to defend against such claim for which it is liable, whether if such settlement or cessation would cause injunctive or other equitable relief to be imposed against the Indemnified Party. A condition to any settlement by not giving timely notice as provided above or otherwise, the Indemnifying Party of a claim shall be that the Indemnified Party shall have is fully released from any liability related to the right but not claim. After notice by the obligation Indemnifying Party to defend against such claim, and the amount Indemnified Party of its election to assume full control of the defense of any resulting Losses (includingsuch action, without limitation, court costs and attorneys' fees) the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred by the Indemnified Party in connection with the defense of that claim. If the Indemnifying Party does not assume sole control over the defense of such defenseclaim, the Indemnifying Party may participate in such defense and the Indemnified Party shall be conclusively deemed have the right to be defend the liability claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. An Indemnifying Party hereundershall not be required to indemnify an Indemnified Party for any amount paid or payable by such Indemnified Party in the settlement of any such claim which was agreed to without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. 9.3.2 If a claim for indemnification hereunder involves a third-party claim, the Indemnifying Party may, at its sole cost, expense and ultimate liability regardless of the outcome, and through counsel of its choice, litigate, defend, settle or otherwise attempt to resolve such claim, except that the Indemnified Party may elect, at any time and at its sole cost, expense and ultimate liability, regardless of the outcome, and through counsel of its choice, to so resolve such claim, thereby waiving any right to indemnification under this Agreement. In any event, each party shall fully cooperate with the other and their respective counsel in connection with any such resolution, and notwithstanding which party is defending any such third-party claim, the other party shall have the right to select co-counsel at its sole cost and expense and to consult with counsel for the Indemnifying Party.

Indemnification Procedures. In Promptly after receipt by a party entitled to indemnification pursuant to this Section 7 (each, an “Indemnified Party”) of notice of the event that commencement of any action involving the subject matter of the foregoing indemnity provisions such Indemnified Party will, if a claim for which a Party providing is to be made against the party obligated to provide indemnification pursuant to this Section 7 (the "each, an “Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person”), the Indemnified Party shall promptly notify the Indemnifying Party of the commencement thereof; but the omission to provide such claimnotice will not relieve the Indemnifying Party from any liability hereunder, specifying the nature of such claim and the amount of the estimated amount thereof except to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior delay in giving, or failing to and during give, such notice has a material adverse effect upon the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that ability of the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against the claim. In case such claimaction is brought against an Indemnified Party, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedingsparticipate in and, which proceedings shall be promptly settled at the Indemnifying Party’s option, to assume the defense thereof, singly or prosecuted jointly with any other Indemnifying Party similarly notified, with counsel satisfactory to a final conclusionthe Indemnified Party; provided, however, that if the defendants in such a manner as to avoid any risk of action include both the Indemnified Party becoming subject to liability. If and the Indemnifying Party and the Indemnified Party desires shall have reasonably concluded that there may be legal defenses available to participate inany Indemnified Parties that are different from or additional to those available to the Indemnifying Party, but not control, any such defense or settlement, it may do so at its own cost and expense. If if there is a conflict of interest which would prevent counsel for the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwisefrom also representing the Indemnified Party, the Indemnified Party shall have the right but to select counsel to participate in the defense of such action on behalf of such Indemnified Party at the expense of the Indemnifying Party; provided that the Indemnifying Party shall be responsible for the expense of only one such special counsel selected jointly by the Indemnified Parties, if there is more than one Indemnified Party. After notice from an Indemnifying Party to any Indemnified Party of such Indemnifying Party’s election to assume the defense or the action, the Indemnifying Party will not the obligation be liable to defend against such claim, and the amount of Indemnified Party pursuant to this Section 7 for any resulting Losses (including, without limitation, court costs and attorneys' fees) legal or other expense subsequently incurred by the such Indemnified Party in connection with such defensethe defense thereof other than reasonable costs of investigation, unless (i) the Indemnified Party shall be conclusively deemed have employed counsel in accordance with the proviso of the preceding sentence, or (ii) the Indemnifying Party shall not have employed counsel satisfactory to be the liability Indemnified Party to represent the Indemnified Party within a reasonable time after the notice of the commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party at the expense of the Indemnifying Party hereunderParty.

Indemnification Procedures. In If any action shall be brought against any Buyer Indemnitee or Seller Indemnitee (hereinafter, the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "“Indemnified Party"”) is asserted against or in respect of which indemnity may be sought pursuant to be collected by any third personthis Agreement, the such Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) indemnitor hereunder (the "Indemnity Claim Notice"). The “Indemnifying Party shall have thirty (30Party”) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claimin writing, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted assume the defense thereof with counsel of its own choosing reasonably acceptable to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liabilityParty. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Any Indemnified Party shall have the right to employ separate counsel (or, if more than one Indemnified Party is the subject of any action in respect of which indemnity is sought, one counsel for the Indemnified Parties) in any such action and participate in the defense thereof, but not the obligation fees and expenses of such counsel shall be at the expense of such Indemnified Party except to defend against the extent that (1) the employment thereof has been specifically authorized by Indemnifying Party in writing, (2) the Indemnifying Party has failed after a reasonable period of time to assume such claimdefense and to employ counsel or (3) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of Indemnifying Party, on the one hand, and the position of such Indemnified Party, on the other hand, in which case Indemnifying Party shall be responsible for the reasonable fees and expenses of no more than one such separate counsel for all Indemnified Parties seeking indemnity. No Indemnifying Party will be liable to any Indemnified Party under this Agreement (y) for any settlement by a Indemnified Party effected without the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent, that a loss, claim, damage or liability is attributable to any Indemnified Party’s breach of its representations, warranties or covenants under this Agreement or any conduct by such Indemnified Party which constitutes fraud, gross negligence, willful misconduct or malfeasance. The indemnification required by this Section 7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the against Indemnifying Party hereunderor others and any Liabilities Indemnifying Party may be subject to pursuant to applicable law.

Indemnification Procedures. In Each party entitled to indemnification under this Section 8.5 (the event that any claim for which a Party providing “Indemnified Party”) shall give written notice to the party required to provide indemnification (the "“Indemnifying Party"”) would promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be liable sought, and shall permit the Indemnifying Party to assume the other defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party (who shall conduct the "Indemnified Party") is asserted against defense of such claim or sought to litigation shall be collected approved by any third person, the Indemnified Party (which approval shall promptly notify not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such claimfailure resulted in actual detriment to the Indemnifying Party. No Indemnifying Party, specifying in the nature defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement 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 in respect of such claim and or litigation; provided, however, that the amount of the estimated amount thereof Indemnifying Party will not consent to the extent then feasible entry of any judgment or enter into any settlement (which estimate shall not be conclusive other than for the payment of money only) without the final amount consent of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether which consent shall not be unreasonably withheld). An Indemnifying Party who is not entitled to, or elects not it disputes its liability to, assume the defense of the claim, will not be obligated to pay the Indemnified fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend unless in the reasonable judgment of any Indemnified Party against a conflict of interest may exist between such claim; provided however, that the Indemnified Party is hereby authorized prior and any other such Indemnified Parties with respect to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then in which event the Indemnifying Party shall have be obligated to pay the right to defend fees and expenses of such claim by appropriate proceedings, which proceedings shall be promptly settled additional counsel or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Indemnified Party shall have the right but not the obligation to defend against such claim, and the amount of any resulting Losses (including, without limitation, court costs and attorneys' fees) incurred by the Indemnified Party in connection with such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereundercounsels.

Indemnification Procedures. In Any Person making a claim pursuant to Sections 8.2 or 8.3 above (an "Indemnified Party") shall make claims for indemnification hereunder by giving written notice to the event that any claim for which a Party providing party from whom the indemnification is sought (the an "Indemnifying Party") would and the Holders' Representatives for such Indemnifying Party, if applicable, within the period in which indemnification claims can be liable to the other Party (the "Indemnified Party") made hereunder. If indemnification is sought for a claim or liability asserted against or sought to be collected by any a third personparty, the Indemnified Party shall promptly notify also give written notice thereof to the Indemnifying Party of such claim, specifying the nature of such claim and the amount promptly after it receives notice of the estimated amount thereof claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Party from any liability except to the extent then feasible (which estimate that it is prejudiced by the failure or delay in giving such notice. Such notice shall not be conclusive of summarize the final amount of such claim) (bases for the "Indemnity Claim Notice")claim for indemnification and any claim or liability being asserted by a third party. The Indemnifying Party shall have Within thirty (30) days from its receipt of after receiving such notice the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Indemnifying Party (i) whether or not it disputes its liability shall give written notice to the Indemnified Party hereunder with respect to such claim, stating whether it disputes the claim for indemnification and (ii) if whether it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to will defend against such claim, then the Indemnifying Party shall have the right to defend such any third party claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so liability at its own cost and expense. If the Indemnifying Party elects fails to give notice that it disputes an indemnification claim within thirty (30) days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The Indemnifying Party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the Indemnified Party, which consent shall not be unreasonably withheld) as long as the Indemnifying Party is conducting a good faith and diligent defense. The Indemnified Party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Indemnified Party may engage separate counsel at the expense of the Indemnifying Party. If no such notice of intent to dispute and defend against a third party claim or liability is given by the Indemnifying Party, or if such claim for which it good faith and diligent defense is liable, whether not being or ceases to be conducted by not giving timely notice as provided above or otherwisethe Indemnifying Party, the Indemnified Party shall have the right but not right, at the obligation expense of the Indemnifying Party, to defend against undertake the defense of such claim, and the amount of any resulting Losses claim or liability (including, without limitation, court costs and attorneys' fees) incurred with counsel selected by the Indemnified Party), and, with the consent of the Indemnifying Party, not to be unreasonably withheld, to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the Indemnifying Party, then the Indemnified Party shall make available such information and assistance as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in connection with such defense, shall be conclusively deemed to be at the liability expense of the Indemnifying Party hereunderParty.

Indemnification Procedures. In the event that any claim for which a Party providing indemnification (the "Indemnifying Party") would be liable to the other Party (the "Indemnified Party") is asserted against or sought to be collected by any third person, the Company Indemnified Party shall promptly notify the Indemnifying Party of such claim, specifying the nature of such claim and the amount provide Licensee with notice of the estimated amount thereof applicable claim; provided that the failure of the Company Indemnified Party to undertake such actions shall not relieve Licensee of any obligation it may have to defend or indemnify, except and only to the extent then feasible (which estimate shall not be conclusive of the final amount that such Licensee’s ability to fulfill such obligation has been actually and materially prejudiced thereby. If Licensee, within a reasonable time after receipt of such claim) (notice, should fail to assume full responsibility for the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party is hereby authorized prior to and during the Indemnity Notice Period to file any motion, answer or other pleading, submission or document which it shall deem necessary or appropriate to protect its interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings shall be promptly settled or prosecuted to a final conclusion, in such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwise, the Company Indemnified Party shall have the right right, but not the obligation obligation, to defend against such claimundertake the defense of, and to compromise or settle, the amount claim on behalf, for the account, and at the risk of, Licensee. Licensee shall permit the Company Indemnified Party to participate in its own defense with its own counsel at its own expense. If the Company Indemnified Party elects to participate in its own defense, Licensee shall agree to consider in good faith the views of the Company Indemnified Party and its counsel and to keep the Company Indemnified Party and its counsel reasonably informed of the progress of the defense, litigation, arbitration, or settlement discussions relating to such claims, subject to a joint-defense agreement between the Company Indemnified Party and Licensee. Licensee shall not settle or compromise any resulting Losses claims against a Company Indemnified Party without the Company Indemnified Party’s prior written consent (includingwhich consent shall not be unreasonably withheld or delayed), without limitationunless such settlement or compromise: (a) includes an unconditional release of the Company Indemnified Party from all liability arising out of such claims; (b) is solely monetary in nature; and (c) does not include remedial or equitable measures or relief (including any injunction), court costs and attorneys' fees) incurred a statement as to, or an admission of, fault, culpability or failure to act by or on behalf of, the Company Indemnified Party or otherwise materially adversely affect the Company Indemnified Party. Licensee shall not be responsible for any settlement made by the Company Indemnified Party in connection with without such defense, shall be conclusively deemed to be the liability of the Indemnifying Party hereunderLicensee’s written permission.

Indemnification Procedures. In Promptly after receipt by a Person entitled to indemnification pursuant to the event that any claim for which a Party providing indemnification foregoing provisions of this Section 8.5 (the an "Indemnifying PartyIndemnitee") would be liable of notice of the commencement of any action or proceeding involving a claim of the type referred to in the other Party (the "Indemnified Party") foregoing provisions of this Section 8.5, such Indemnitee will, if a claim in respect thereof is asserted against or sought to be collected made by such Indemnitee against any third personindemnifying party, give written notice to each such indemnifying party of the Indemnified Party shall promptly notify the Indemnifying Party commencement of such claimaction; provided, specifying the nature of such claim and the amount of the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim) (the "Indemnity Claim Notice"). The Indemnifying Party shall have thirty (30) days from its receipt of the Indemnity Claim Notice (the "Indemnity Notice Period") to notify the Indemnified Party (i) whether or not it disputes its liability to the Indemnified Party hereunder with respect to such claim, and (ii) if it does not dispute such liability, whether or not it desires, at its sole cost and expense, to defend the Indemnified Party against such claim; provided however, that the Indemnified Party failure of any Indemnitee to give notice to such indemnifying party as provided herein shall not relieve any indemnifying party of its obligations under the foregoing provisions of this Section 8.5, except and solely to the extent that such indemnifying party is hereby authorized prior actually and materially prejudiced by such failure to give notice. In case any such action is brought against an Indemnitee, each indemnifying party will be entitled to participate in and during to assume the Indemnity Notice Period defense thereof, jointly with any other indemnifying party similarly notified, to file the extent that it may wish, with counsel reasonably satisfactory to such Indemnitee (who shall not, except with the consent of the Indemnitee, be counsel to such an indemnifying party), and after notice from an indemnifying party to such Indemnitee of its election so to assume the defense thereof, such indemnifying party will not be liable to such Indemnitee for any motion, answer legal or other pleadingexpenses subsequently incurred by the latter in connection with the defense thereof; provided, submission however, that (i) if the Indemnitee reasonably determines that there may be a conflict between the positions of such indemnifying party and the Indemnitee in conducting the defense of such action or document which it if the Indemnitee reasonably concludes that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then counsel for the Indemnitee shall deem conduct the defense to the extent reasonably determined by such counsel to be necessary or appropriate to protect the interests of the Indemnitee and such indemnifying party shall employ separate counsel for its interests. In own defense, (ii) in any event, the event that the Indemnifying Party notifies the Indemnified Party within the Indemnity Notice Period that it does not dispute such liability and desires to defend against such claim, then the Indemnifying Party shall have the right to defend such claim by appropriate proceedings, which proceedings Indemnitee shall be promptly settled or prosecuted entitled to a final conclusion, in have counsel chosen by such a manner as to avoid any risk of the Indemnified Party becoming subject to liability. If the Indemnified Party desires to Indemnitee participate in, but not control, any such defense or settlement, it may do so at its own cost and expense. If the Indemnifying Party elects not to defend against such claim for which it is liable, whether by not giving timely notice as provided above or otherwiseconduct, the Indemnified Party defense and (iii) the indemnifying party shall have bear the right but not legal expenses incurred in connection with the obligation to defend against such claimconduct of, and the amount participation in, the defense as referred to in clauses (i) and (ii) above. If, within a reasonable time after receipt of the notice, such indemnifying party shall not have elected to assume the defense of the action, such indemnifying party shall be responsible for any resulting Losses (including, without limitation, court costs and attorneys' fees) legal or other expenses incurred by the Indemnified Party such Indemnitee in connection with such defense, shall be conclusively deemed to be the liability defense of the Indemnifying Party hereunderaction, suit, investigation, inquiry or proceeding. No indemnifying party will 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 Indemnitee of a release from all liabilities in respect of such claim or litigation.