Common use of Indemnification Process Clause in Contracts

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 or 4.2 (each, an “Indemnified Party”) shall: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 or 4.2 (each, an “Indemnified Party”) herein shall: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to the Indemnifying Party indemnifying party of the losses, claims, damages, liabilities or out-of-pocket expenses any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the Indemnifying Partyindemnifying party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party an indemnifying party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. indemnified party. 4.3.2 If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent indemnifying party shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If indemnified party without its consent (but such control of defense is assumed, the Indemnifying Party consent shall not be subject to any liability to the Indemnified Party for any legal unreasonably withheld, conditioned or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereofdelayed). 4.3.3 An Indemnifying Party The indemnified party shall have the right to employ separate counsel (but no more than one such separate counsel, which counsel is reasonably acceptable to the indemnifying party) to represent the indemnified party and its controlling persons who is not entitled tomay be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party, or elects not to, assume with the control of defense of a claim shall not be obligated to pay the reasonably incurred fees and expenses of more than one (1) such counsel for all parties indemnified to be paid by such Indemnifying Party with respect to such claimindemnifying party if the indemnified party and the indemnifying party are named as defendants and, unless in based upon the reasonable judgment written opinion of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other counsel of such Indemnified Parties with respect indemnified party, representation of both the indemnified party and the indemnifying party by the same counsel would be inappropriate due to such claimactual or potential differing interests between them. 4.3.4 No Indemnifying indemnifying party shall, without the prior written consent of the Indemnified indemnified party, consent to the entry of any judgment or enter into any settlement of any claim or pending or threatened proceeding in respect of which the indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party which (i) cannot be settled in all respects by the payment of money (and if any such money is required to be paid under such judgment or settlement it shall be so paid by the Indemnifying Party indemnifying party pursuant to the terms of such judgment or settlement), or (ii) or which settlement includes a statement or admission of fault and or culpability on the part of such Indemnified Party an indemnified party or which (iii) settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party each indemnified party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party indemnified party or any officer, director or controlling person of such Indemnified Party indemnified party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 In the event that any written claim or 4.2 (each, demand for which an “Indemnified Party”) shall: (a) if a claim is to be made against any person indemnifying party (the “Indemnifying Party”) for indemnification hereundermay have liability to any indemnified party (the “Indemnified Party”) hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, give prompt written notice to the Indemnified Party shall notify the Indemnifying Party of such claim promptly (by notice to Connect LLC in the lossescase of indemnification claimed under Section 6.1(a) and by notice to Change Healthcare in the case of indemnification claimed under Section 6.1(b)). Notwithstanding the foregoing, claims, damages, liabilities or out-of-pocket expenses (provided that the Indemnified Party’s failure to give prompt notice so notify the Indemnifying Party shall not impair any person’s right to preclude it from seeking indemnification hereunder except to the extent such failure has not prejudiced materially prejudices the Indemnifying Party); and ’s ability to defend as provided herein (b) unless in which event the Indemnified Party’s reasonable judgment a conflict right to indemnity will be reduced equitably to reflect such material prejudice). The Indemnifying Party shall promptly following notice of interest between such the claim from the Indemnified Party and (but in any case no less than ten (10) Business Days before the due date for the answer or response to a claim) notify the Indemnified Party of its desire to defend such claim. In the event the Indemnifying Party may exist with respect to such claimso notifies the Indemnified Party, permit such the Indemnifying Party shall have the right to assume control of the defense of defend such claim with at its own expense and by counsel of its own choosing reasonably satisfactory to the Indemnified Party. If such defense is assumed, ; provided that (i) the Indemnifying Party shall notstates in such notice that the Indemnifying Party will, without its consent and thereby covenants to, indemnify, defend and hold harmless the Indemnified Party from and against the entirety of any and all Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such claim, (ii) such consent shall claim involves only money damages and does not be unreasonably withheld), be subject to any liability for any settlement made by seek an injunction or other equitable relief against the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to (iii) the Indemnified Party for any legal has not been advised by counsel that an actual or other expenses subsequently incurred by potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense thereof. 4.3.3 An of such claim, (iv) such claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action, and (v) such claim is not in respect of Taxes of the Indemnified Party. If the Indemnifying Party who is not entitled elects to, and is able to, defend such claim, the Indemnified Party may participate at its own expense in the defense of such claim by counsel of its own choosing. Notwithstanding the foregoing, the Indemnified Party shall be entitled to direct or control the defense of such claim if (x) the Indemnified Party waives all right to indemnification it may have in respect of such claim under this Article 6 or (y) the Indemnifying Party elects not to defend against such claim or elects not to, assume to defend against such claim but fails to vigorously defend such claim thereafter. Unless the control of Indemnified Party has assumed the defense of a claim, the Indemnifying Party shall have the authority on behalf of the Indemnified Party to settle any such claim shall not be obligated to pay (with the fees Indemnifying Party being responsible for all costs and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without settlement); provided that the prior written consent of the Indemnified partyParty (which consent shall not be unreasonably withheld, consent conditioned or delayed) shall be required unless (1) such settlement releases the Indemnified Party from all liabilities and obligations with respect to such claim, (2) such settlement shall not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the entry Indemnified Party, and (3) there is no admission by the Indemnified Party of any judgment liability or enter into of any settlement which cannot be settled in all respects by the payment violation of money (and such money is so paid by Applicable Law. Each of the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or shall cooperate, and cause its Affiliates to cooperate, in the defense of any officer, director or controlling person claim. No settlement of such any claim may be made by the Indemnified Party and shall survive without the transfer consent of securitiesthe Indemnifying Party (such consent not to be unreasonably withheld, delayed or conditioned).

Indemnification Process. 4.3.1 Any person Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to Sections 4.1 this Agreement, shall promptly give written notice of such Claim, or 4.2 (eachthe commencement of such action, an “Indemnified Party”) shall: (a) or threat thereof, to the Party from whom indemnity shall be sought hereunder; provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party is prejudiced by such failure. Each indemnifying party shall be entitled at its own expense to participate in the defense of such Claim or action, or, if a claim is it shall elect, so long as it has acknowledged in writing to be made against any person (the “Indemnifying Party”) for indemnified party its indemnification obligations hereunder, give prompt by written notice to the Indemnifying Party indemnified party within twenty (20) days of receipt of notice of the lossesClaim or action from the indemnified party to assume such defense, claims, damages, liabilities or out-of-pocket expenses in which event such defense shall be conducted by counsel chosen by such indemnifying party (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder without prejudice to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control right of the defense indemnified party to fully participate at its own expense through counsel of such claim with its own choosing) which counsel may be any counsel reasonably satisfactory to the Indemnified Party. If indemnified party against whom such defense Claim is assumedasserted or who shall be the defendant in such action, the Indemnifying Party and such indemnified party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the bear all fees and expenses of more than one any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (1which consent may be withheld in its sole discretion) counsel for all parties indemnified by such Indemnifying Party with respect to such claimbefore entering into any settlement, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other adjustment or compromise of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying Claims, provided further that the indemnifying party shallmay, without the prior written consent of the Indemnified indemnified party, settle or compromise or consent to the entry of any judgment or enter into in any settlement which cannot be settled in all respects by action involving only the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such Indemnified Party the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such claim indemnified party different from or litigation. 4.3.5 The indemnification provided in addition to those available to the indemnifying party, then counsel for under this Agreement the indemnified party, shall remain in full force be entitled, if the indemnified party so elects, to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party, at the expense of the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and effect regardless expenses of any investigation made counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or on behalf action; provided, however, that no such Claim or action shall be settled without the written consent of the Indemnified Party indemnifying party (which consent shall not be unreasonably withheld or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securitiesdelayed).

Indemnification Process. 4.3.1 Any person entitled In respect of any claim, suit or demand by any third party ("Third Party Claim") arising from or relating to indemnification pursuant to Sections 4.1 unauthorized acts or 4.2 breaches of the terms of this Agreement, Company and Licensor (each, an “"Indemnified Party”") shall: (a) if a claim shall give the Party hereto from whom indemnification is to be made against any person sought (the “"Indemnifying Party”") for indemnification hereunder, give prompt written notice of any Third Party Claim of which such Indemnified Party has knowledge concerning any losses as to which such Indemnified Party may request indemnification hereunder. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any losses that may result from such Third Party Claim, then the 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 if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of such notice from the Indemnified Party; provided that if there exists or is reasonably likely to exist a conflict or interest that would make it inappropriate in the judgment of the Indemnified Party, in its sole and absolute discretion, 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, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party of the lossesParty, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced at the Indemnifying Party); and (b) unless 's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to 's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. If Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such defense is assumedThird Party Claim, the Indemnifying Party shall notcooperate with the Indemnified Party in such defense and make available to the Indemnified Party, without its consent (at the Indemnified Party's expense, all such consent shall not be unreasonably withheld)witnesses, be subject to any liability for any settlement made 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. 4.3.2 If . No such control of defense is assumed, Third Party Claim may be settled by the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationParty. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled The obligations and liabilities of an Indemnifying Party to indemnification pursuant an Indemnified Party under this Article XI with respect to Sections 4.1 or 4.2 claims resulting from the assertion of liability by those not party to this Agreement (eachincluding claims of Governmental Authorities for penalties, an “Indemnified Party”fines and assessments) shallshall be subject to the following conditions: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, The Indemnified Party shall give prompt written notice Notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (nature of the assertion of Losses by a third party and the amount thereof to the extent known; provided that the failure of an Indemnified Party to give prompt notice written Notice of any claim shall not impair any personrelease, waive or otherwise affect an Indemnifying Party’s right to indemnification hereunder obligations with respect thereto except to the extent such failure has not prejudiced that the Indemnifying Party); andParty is adversely affected in its ability to defend against such claim or is otherwise prejudiced thereby. (b) unless The Indemnifying Party shall be entitled to participate in or, at its option, assume the defense, appeal or settlement of such claim. Such defense, appeal or settlement shall be conducted through counsel selected by the Indemnifying Party. The Indemnifying Party 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 Indemnified Party reasonably believes an adverse determination with respect to the claim or giving rise to such claim for indemnification would be detrimental to or injure the Indemnified Party’s reasonable judgment reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnified Party; or (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. (c) In any claim initiated by a conflict of interest between such third party and defended by the Indemnifying Party (A) the Indemnified Party shall have the right to be represented by advisory counsel and accountants at its own expense, (B) the Indemnifying Party may exist with respect shall keep the Indemnified Party fully informed as to such claim, permit such Indemnifying Party to assume control of the defense status of such claim with counsel reasonably satisfactory at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (C) the Indemnifying Party shall make available to the Indemnified Party. If such defense is assumed, and its attorneys, accountants and other representatives, all books and records of the Indemnifying Party relating to such claim and (D) the Parties shall not, render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of such claim. (d) No third party claim may be compromised or settled by the Indemnifying Party without its the written consent of the Indemnified Party (such which consent shall not be unreasonably withheld), be subject to conditioned or delayed) unless (A) there is no finding or admission of any liability for any settlement made violation of Applicable Law by the Indemnified Party. 4.3.2 If such control of defense , and no effect on any other claims that may be raised by the Indemnified Party, and (B) the sole relief provided is assumed, monetary damages that are paid in full by the Indemnifying Party shall not Party. Similarly, no third-party claim may be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred settled by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified partyIndemnifying Party, which consent to the entry of any judgment or enter into any settlement which canshall not be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) unreasonably withheld, conditioned or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationdelayed. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 (a) Any person Person entitled to make a claim for indemnification pursuant to Sections 4.1 under Section 10.01(b) or 4.2 Section 10.03 (each, an “Indemnified PartyPerson”) shall: shall notify the indemnifying party (aan “Indemnifying Person”) if a claim is to be made against any person in writing (the “Indemnifying PartyNotice of Claim”) for which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any defect in such Notice of Claim will not affect the rights of any Indemnified Persons to obtain indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder except to the extent such failure has not prejudiced to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this Article X with respect to an event of indemnification described in Section 10.02(a)(i), (iii), or Section 10.02(b)(i) or (ii), unless the Indemnified Person, at any time prior to the end of the General Survival Period, gives the Indemnifying Party); and (bPerson(s) unless in the Indemnified Party’s reasonable judgment a conflict Notice of interest between such Indemnified Party and Indemnifying Party may exist Claim with respect to such claim. If a Notice of Claim has been given on or prior to the end of the General Survival Period, permit the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Except as provided below, the Indemnifying Party Person may elect to assume control of the defense of such claim any Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) with counsel reasonably satisfactory to the Indemnified PartyPerson by (i) giving notice to the Indemnified Person of its election to assume the defense of the Third Party Claim and (ii) giving the Indemnified Person evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third Party Claim and fulfill its obligations under this Article X, in each case no later than 10 days after the Indemnified Person gives notice of the assertion of a Third Party Claim. If the Indemnifying Person elects to assume the defense of a Third Party Claim: (i) it shall diligently conduct the defense and shall not be liable to the Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third Party Claim other than reasonable costs of investigation; (ii) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any Loss arising from or in connection with the Third Party Claim (subject to the provisions of this Article X; (iii) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation by the Indemnified Person of any Law or any rights of any Person, (B) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the third party bringing the Third Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (iv) the Indemnifying Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) If the Indemnifying Person does not assume the defense is assumedof a Third Party Claim in the manner and within the period provided above, the Indemnified Person may conduct the defense of the Third Party Claim at the expense of the Indemnifying Person. Indemnifying Person will be bound by any determination resulting from such Third Party shall notClaim or, without its upon the consent (such of Indemnifying Person, which consent shall not be unreasonably withheld), be subject to conditioned or delayed, any liability for any compromise or settlement made effected by the Indemnified PartyPerson. 4.3.2 If (d) With respect to any Third Party Claim subject to this Article X: (i) any Indemnified Person and any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such control Third Party Claim and any related Action at all stages thereof where such Person is not represented by its own counsel; and (ii) both the Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense is assumedof any Third Party Claim. (e) With respect to any Third Party Claim subject to this Article X, the Indemnifying Party parties shall not be subject cooperate in a manner to any liability preserve in full (to the Indemnified Party for any legal or other expenses subsequently incurred by extent possible) the Indemnified Party in connection confidentiality of all confidential information and the attorney-client and work-product privileges, including making reasonable best efforts to comply with the defense thereof.provisions of Section 12.16. In connection therewith, each party agrees that: 4.3.3 An Indemnifying (i) it will use its best efforts, in respect of any Third Party who is not entitled toClaim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable Law and rules of procedure); and (ii) all communications between any party and counsel responsible for or elects not to, assume participating in the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying any Third Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party Claim shall, without the prior written consent of the Indemnified party, consent to the entry of extent possible, be made so as to preserve any judgment applicable attorney-client or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationwork-product privilege. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to Party seeking indemnification pursuant to Sections 4.1 or 4.2 under this Article X (each, an “Indemnified Party”) shallshall give each Party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given rise to or would give rise to a right of indemnification under this Agreement, stating the amount of the Losses, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of an Indemnifying Party under this Article X with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article X (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: (a) If any Indemnified Party shall receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim promptly following receipt by the Indemnified Party of such notice to avoid actual prejudice; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article X except to the extent the Indemnifying Party is prejudiced by such failure. (b) The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its sole expense and through counsel of its choice if a claim is it gives notice of its intention to be made against any person (do so to the “Indemnifying Indemnified Party to avoid actual prejudice to the Indemnified Party”) for indemnification hereunder; provided, give prompt written notice further however, that if counsel to the Indemnifying Party advises that a conflict of interest precludes its representation of both the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced Indemnified Party and the Indemnifying Party); and, then the Indemnified Party shall be entitled to retain one firm of attorneys at the expense of the Indemnified Party. (bc) unless In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If Similarly, in the event the Indemnifying Party declines to take such defense is assumedand the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall notcooperate with the Indemnified Party in such defense and make available to the Indemnified Party, without its consent (at the Indemnifying Party’s expense, all such consent shall not be unreasonably withheld)witnesses, be subject to any liability for any settlement made 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. 4.3.2 (d) If such control of defense is assumed, the Indemnifying Party shall not have failed to assume the defense of any claim in accordance with the provisions of this Article (i.e., in time to avoid prejudice to the Indemnified Party), then the Indemnified Party shall have the right to control the defense of such claim and, if and when it is finally determined that the Indemnified Party is entitled to indemnification from the Indemnifying Party hereunder, the actual and reasonable fees and expenses of the Indemnified Party’s counsel shall be subject to any liability borne by the Indemnifying Party and paid by the Indemnifying Party to the Indemnified Party for any legal or other expenses subsequently incurred by promptly following written demand therefor, but the Indemnified Indemnifying Party shall be entitled, at its own expense, to participate in connection with (but not control) such defense. (e) So long as the Indemnifying Party has assumed and is conducting the defense thereof. 4.3.3 An of the Third Party Claim in accordance with Section 10.4(b) above, (i) the Indemnifying Party who is will not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which canwith respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be settled in unreasonably withheld, delayed or conditioned, provided that the Indemnified Party is completely released from all respects by claims) unless the judgment or proposed settlement involves only the payment of money (and such money is so paid damages by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as impose an unconditional term thereof injunction or other equitable relief upon the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force Party, and effect regardless of any investigation made by or on behalf of (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any officersettlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld, director conditioned or controlling person of such Indemnified Party and shall survive the transfer of securitiesdelayed unreasonably).

Indemnification Process. 4.3.1 Any person entitled If any action shall be brought against either party (the "Indemnified Party") in respect to indemnification which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to Sections 4.1 or 4.2 (eachthe provisions of Section 10.3, an “the Indemnified Party”) shall: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to Party shall promptly notify the Indemnifying Party in writing, specifying the nature of the losses, claims, damages, liabilities action and the total monetary amount sought or out-of-pocket expenses (provided that other such relief as is sought therein. The Indemnified Party shall cooperate with the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced Indemnifying Party at the Indemnifying Party); and (b) unless 's expense in the Indemnified Party’s all reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party respects in connection with the defense thereof. 4.3.3 An of any such action. The Indemnifying Party who is not entitled to, may upon written notice to Indemnified Party undertake to control and conduct all proceedings or elects not tonegotiations in connection therewith, assume and control the control defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of defense counsel which shall be reasonably satisfactory to Indemnified Party, and payment of a claim all reasonably incurred expenses. Indemnified Party shall not be obligated have the right to pay employ separate counsel and participate in the fees defense, at Indemnified Party's sole cost and expenses of more than one (1) counsel for all parties indemnified by such expense. The Indemnifying Party with respect to such claimshall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, unless in based upon the reasonable judgment of any Indemnified Party a conflict court of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment competent jurisdiction or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms a bona fide compromise or settlement of such settlement) claims, demands, or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 actions, in respect to such claim or litigationany damages to which the foregoing relates. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person Upon the occurrence of an event giving rise to indemnification hereunder, the Party entitled to indemnification pursuant to Sections 4.1 or 4.2 hereunder (each, an the “Indemnified Party”) shall: shall (ai) if a claim is give prompt notice to be made against any person the Party providing indemnification (the “Indemnifying Party”), (ii) for indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced permit the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party attorneys to handle and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claims, at the Indemnifying Party’s expense, and (iii) shall cooperate in the defense thereof. There shall be no settlements, whether agreed to in court or out of court, without the prior written mutual consent of the Parties, except that the Indemnifying Party may settle a claim with counsel reasonably satisfactory without the consent of the Indemnified Party if (i) the settlement is purely monetary, (ii) the Indemnifying Party hereunder admits in writing its liability to the Indemnified Party. If Party hereunder, and (iii) concurrently with such defense is assumedsettlement, the Indemnifying Party shall notpays the full amount owed hereunder. Notwithstanding the foregoing, without its consent in the event the Indemnifying Party does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (such consent shall not be unreasonably withheld), be subject i) 90 days following written notice from the Indemnified Party or (ii) the 15th day preceding the due date for response to any liability for complaint filed, then the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate. In any settlement made action by the Indemnified Party. 4.3.2 If such control of defense is assumedParty seeking indemnification from the Indemnifying Party in accordance with the provisions hereof, the Indemnifying Party shall not be subject entitled to any liability object to the manner in which the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 defended such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless the amount of or nature of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securitiessettlement.

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 or 4.2 (each, an “Indemnified Party”) herein shall: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to the Indemnifying Party indemnifying party of the losses, claims, damages, liabilities or out-of-pocket expenses any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the Indemnifying Partyindemnifying party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party an indemnifying party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. indemnified party. 4.3.2 If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent indemnifying party shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If indemnified party without its consent (but such control of defense is assumed, the Indemnifying Party consent shall not be subject to any liability to the Indemnified Party for any legal unreasonably withheld, conditioned or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereofdelayed). 4.3.3 An Indemnifying Party The indemnified party shall have the right to employ separate counsel (but no more than one such separate counsel, in addition to local counsel, which counsel is reasonably acceptable to the indemnifying party) to represent the indemnified party and its controlling persons who is not entitled tomay be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party, or elects not to, assume with the control of defense of a claim shall not be obligated to pay the reasonably incurred fees and expenses of more than one (1) such counsel for all parties indemnified to be paid by such Indemnifying Party with respect to such claimindemnifying party if the indemnified party and the indemnifying party are named as defendants and, unless in based upon the reasonable judgment written opinion of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other counsel of such Indemnified Parties with respect indemnified party, representation of both the indemnified party and the indemnifying party by the same counsel would be inappropriate due to such claimactual or potential differing interests between them. 4.3.4 No Indemnifying indemnifying party shall, without the prior written consent of the Indemnified indemnified party, consent to the entry of any judgment or enter into any settlement of any claim or pending or threatened proceeding in respect of which the indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party which (i) cannot be settled in all respects by the payment of money (and if any such money is required to be paid under such judgment or settlement it shall be so paid by the Indemnifying Party indemnifying party pursuant to the terms of such judgment or settlement), or (ii) or which settlement includes a statement or admission of fault and or culpability on the part of such Indemnified Party an indemnified party or which (iii) settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party each indemnified party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party indemnified party or any officer, director or controlling person of such Indemnified Party indemnified party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 If CARDAX, Affiliates or 4.2 their respective employees, servants or agents, or CAPSUGEL, its Affiliates or their respective employees, servants or agents (each, in each case an “Indemnified Party”) shall: ), receive any written claim which such Indemnified Party believes is the subject of indemnity hereunder by the other Party hereto (a) if a claim is to be made against any person (the an “Indemnifying Party”) for indemnification hereunder), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give prompt written notice thereof to the Indemnifying Party of the lossesParty, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt timely notice to the Indemnifying Party as contemplated hereby shall not impair release the Indemnifying Party from any person’s right to indemnification hereunder liability to the extent such failure has not prejudiced Indemnified Party unless the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of demonstrates that the defense of such claim is prejudiced by such failure. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party to assume the defense of such claim at its cost, with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party does not so assume the defense of such claim or, having done so, does not diligently pursue such defense, the Indemnified Party may assume the defense, with counsel of its choice, but at the cost of the Indemnifying Party. If the Indemnifying Party so assumes the defense, it shall nothave absolute control of the litigation; the Indemnified Party may, without nevertheless, participate therein through counsel of its choice and at its cost. The Party not assuming the defense of any such claim shall render all reasonable assistance to the Party assuming such defense, and out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party defending the same, and then only with the consent (such of the other Party, which consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to ; provided that the Indemnified Party for shall have no obligation to consent to any legal or other expenses subsequently incurred by settlement of any such claim which (i) imposes on the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, any liability or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement obligation which cannot be settled assumed or performed in all respects by the payment of money (and such money is so paid full by the Indemnifying Party pursuant to Party, (ii) does not unconditionally release the terms of such settlementIndemnified Party, (iii) or which settlement includes does require a statement as to or an admission of fault and fault, culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff failure to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made act by or on behalf of Indemnified Party or any of its Affiliates or (iv) does impose any restrictions on the conduct of business by the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securitiesits Affiliates.

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 If Sagent, its distributors, Affiliates or 4.2 their respective employees, servants or agents, or Gland, its Affiliates or their respective employees, servants or agents (each, in each case an “Indemnified Party”) shall: ), receive any written claim which such Indemnified Party believes is the subject of indemnity hereunder by the other Party hereto (a) if a claim is to be made against any person (the an “Indemnifying Party”) for indemnification hereunder), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give prompt written notice thereof to the Indemnifying Party of the lossesParty, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt timely notice to the Indemnifying Party as contemplated hereby shall not impair release the Indemnifying Party from any person’s right to indemnification hereunder liability to the extent such failure has not prejudiced Indemnified Party unless the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of demonstrates that the defense of such claim is prejudiced by such failure. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party to assume the defense of such claim at its cost, with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party does not so assume the defense of such claim or, having done so, does not diligently pursue such defense, the Indemnified Party may assume the defense, with counsel of its choice, but at the cost of the Indemnifying Party. If the Indemnifying Party so assumes the defense, it shall nothave absolute control of the litigation; the Indemnified Party may, without nevertheless, participate therein through counsel of its choice and at its cost. The Party not assuming the defense of any such claim shall render all reasonable assistance to the Party assuming such defense, and out-of-pocket costs of such assistance shall be for the [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission account of the Indemnifying Party. No such claim shall be settled other than by the Party defending the same, and then only with the consent (such of the other Party, which consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to ; provided that the Indemnified Party for shall have no obligation to consent to any legal or other expenses subsequently incurred by settlement of any such claim which (i) imposes on the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, any liability or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement obligation which cannot be settled assumed or performed in all respects by the payment of money (and such money is so paid full by the Indemnifying Party pursuant to Party, (ii) does not unconditionally release the terms of such settlementIndemnified Party, (iii) or which settlement includes does require a statement as to or an admission of fault and fault, culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff failure to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made act by or on behalf of Indemnified Party or any of its Affiliates or (iv) does impose any restrictions on the conduct of business by the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securitiesits Affiliates.

Indemnification Process. 4.3.1 Any person entitled to (a) All indemnification pursuant to Sections 4.1 claims in respect of a Party, its Affiliates, their respective Sublicensees/Licensees or 4.2 their respective directors, officers, employees and agents (each, an “Indemnitee”) shall be made solely by such Party to this Agreement (the “Indemnified Party”) shall: (a) if a claim is to be made against any person (). The Indemnified Party shall give the “Indemnifying Party”) for indemnification hereunder, give indemnifying Party prompt written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request for indemnification under this Section 3.4 (a “Claim”), but in no event shall the Indemnifying indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided be liable for any Losses that the failure to give prompt notice shall not impair result from any person’s right to indemnification hereunder to the extent delay in providing such failure has not prejudiced the Indemnifying Party); andnotice. (b) unless in At its option, the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with any Claim. Upon assuming the defense of a Claim, the indemnifying Party may appoint as lead counsel in the defense of the Claim any legal counsel selected by the indemnifying Party that is reasonably satisfactory acceptable to the Indemnified Party. If such Should the indemnifying Party assume the defense is assumedof a Claim, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying indemnifying Party shall not be subject to any liability liable to the Indemnified Party for any legal or other expenses subsequently incurred by the such Indemnified Party or an Indemnitee in connection with the analysis, defense thereof. 4.3.3 An Indemnifying or settlement of the Third Party who is Claim; provided that the Indemnified Party shall be entitled to participate in, but not entitled tocontrol, or elects not tothe defense of such Claim and to employ counsel of its choice for such purpose, which shall be at the Indemnified Party’s own expense unless (A) the employment thereof has been specifically authorized by the indemnifying Party in writing, (B) the indemnifying Party has failed to assume the defense and employ counsel in accordance with this Section 3.4.2(b) (in which case the Indemnified Party shall control the defense) or (C) the interests of defense of a claim shall not be obligated to pay the fees Indemnified Party or the Indemnitee, on the one hand, and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party the indemnifying Party, on the other, with respect to such claimClaim are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable law, unless ethical rules or equitable principles (in which case the Indemnified Party shall control the defense with respect to it and the Indemnitee). (c) With respect to any Losses relating solely to the payment of money damages in connection with a Claim and that will not result in the reasonable judgment Indemnified Party’s or any other Indemnitee becoming subject to injunctive or other relief or otherwise adversely affecting the business of any the Indemnified Party a conflict of interest may exist between or such Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnified Party and such Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any other judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Claims, where the indemnifying Party has assumed the defense of the Claim in accordance with Section 3.4.2(b), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Parties Party (which consent shall not be unreasonably withheld or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party or an Indemnitee that is reached without the written consent of the indemnifying Party, not to be unreasonably withheld or delayed. Regardless of whether the indemnifying Party chooses to defend or prosecute any Claim, no Indemnified Party or Indemnitee shall admit any liability with respect to such claim. 4.3.4 No Indemnifying party shallto, or settle, compromise or discharge, any Claim without the prior written consent of the Indemnified partyindemnifying Party, consent not to the entry of any judgment be unreasonably withheld or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationdelayed. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless (d) Regardless of whether the indemnifying Party chooses to defend or prosecute any investigation made by or on behalf of Claim, the Indemnified Party or any officershall, director or controlling person of such Indemnified Party and shall survive cause each Indemnitee to, cooperate in the transfer of securitiesdefense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith.

Indemnification Process. 4.3.1 Any person entitled The Party or other Person making a claim for indemnification under this ARTICLE X shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an as the “Indemnified Party” and the Party against whom such claims are asserted under this ARTICLE X shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party”) shall. All claims by any Indemnified Party under this ARTICLE X shall be asserted and resolved as follows: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, An Indemnified Party shall give prompt written notice to the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within 20 days of such determination, stating the amount of the lossesLoss, claimsif known, damagesand method of computation thereof, liabilities and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or out-of-pocket expenses (provided arises; provided, however, that the failure to give prompt provide such notice shall not impair release the Indemnifying Party from any person’s right to indemnification hereunder of its obligations under this ARTICLE X except to the extent that the Indemnifying Party is materially prejudiced by such failure has not prejudiced the Indemnifying Party); andor as contemplated in Section 10.1. (b) unless If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this ARTICLE X, within 20 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this ARTICLE X except to the extent that the Indemnifying Party is materially prejudiced by such failure. Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information, including all copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim in the Indemnified Party’s reasonable judgment a conflict of interest between such possession or under the Indemnified Party and Party’s control relating thereto as is reasonably required by the Indemnifying Party. The Indemnifying Party may exist with respect will have the right to such claim, permit such Indemnifying Party to assume control of participate in the defense of such claim Third Party Claim or, by giving notice to the Indemnified Party, to elect to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of notice from the Indemnified Party of such Third Party Claim, and the Indemnifying Party shall not be liable for any legal expenses of other counsel or any other expenses subsequently incurred by any Indemnified Party in connection with the defense thereof; provided, however, that if counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Party that would make it inappropriate in the judgment of such counsel for the same counsel to represent both the Indemnified Party and the Indemnifying Party, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Indemnifying Party, and the Indemnifying Party shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties. Until the Indemnified Party has received notice of the Indemnifying Party’s election whether to defend any Third Party Claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such Third Party Claim. (c) If the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the 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. If Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such defense is assumedThird Party Claim, the Indemnifying Party shall notcooperate with the Indemnified Party in such defense and make available to the Indemnified Party, without its at the Indemnifying Party’s expense, 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. The Indemnifying Party shall be liable for the reasonable legal fees and expenses of counsel employed by the Indemnified Party for any period after notice of such claim to the indemnifying Party pursuant to Section 10.5(b) during which the Indemnifying Party has not assumed the defense thereof. (d) Without the prior written consent of the Indemnified Party (such which consent shall not be unreasonably withheld), be subject the Indemnifying Party shall not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnified Party. Notwithstanding the foregoing, if a firm offer is made to settle a Third Party Claim and fully release and discharge the Indemnified Party from any liability without leading to any liability for which the Indemnified Party is not entitled to indemnification hereunder or the creation of a financial obligation on the part of the Indemnified Party or which does not create or impose any settlement made by non-financial obligation on the Indemnified Party. 4.3.2 If , and the Indemnifying Party desires to accept and agree to such control of defense is assumedoffer, the Indemnifying Party shall not be subject to any liability give written notice to the Indemnified Party for any legal to that effect. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnifying Party shall be relieved of its obligations to defend such Third Party Claim and the Indemnified Party may contest or other defend such Third Party Claim. In such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will be the amount of such settlement offer plus reasonable costs and expenses subsequently paid or incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent up to the entry date of any judgment or enter into any settlement which cannot be settled in said notice, at all respects by time subject to the payment of money (and such money is so paid by additional limitations on the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all Party’s liability contained in respect to such claim or litigationthis Agreement. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 (a) Any person entitled to Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification pursuant to Sections 4.1 or 4.2 under this Article VII shall give each party from whom indemnification is being sought (each, an “Indemnified PartyIndemnifying Person”) shallnotice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any defect in such Notice of Claim will not affect the rights of any Indemnified Persons to obtain indemnification hereunder, except to the extent such failure to include information actually and materially prejudices such Indemnifying Person. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (ai) if a claim The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the Indemnifying Person’s cost, and shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The Indemnifying Person shall have ten (10) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be made against represented by its own counsel at its own expense. If the Indemnifying Person fails to undertake the defense of or settle or pay any person such Third Party Claim within ten (10) days after the “Indemnifying Party”) for indemnification hereunder, give prompt Indemnified Person has given written notice to the Indemnifying Party Person of the lossesclaim, claimsor if the Indemnifying Person, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder after having given such notification to the extent such failure has not prejudiced Indemnified Person, fails within ten (10) days, or at any time thereafter, to defend to the Indemnifying Party); and (b) unless in reasonable satisfaction of the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to Person, settle or pay such claim, permit then the Indemnified Person may take any and all necessary action to dispose of such claim at the Indemnifying Person’s cost. (ii) The Indemnifying Person and the Indemnified Person shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to assume control the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense of a Third Party Claim may settle such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumedThird Party Claim on any terms that it may deem reasonable, the provided that, an Indemnifying Party Person shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If Person’s prior written consent, settle or compromise such control of defense is assumedproceeding, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal claim or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled todemand, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party Person of a written release from all liability in respect to of such proceeding, claim or litigationdemand. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 10.5.1. Any person entitled to Buyer Indemnified Person or Seller Indemnified Person seeking indemnification pursuant to Sections 4.1 or 4.2 under this Section ‎10 (an “Indemnified Person”) shall give each party from whom indemnification is being sought (each, an “Indemnified PartyIndemnifying Person”) shallprompt notice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or could give rise to a right of indemnification under this Agreement, stating the amount of the Losses, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure to so provide such Notice of Claim will not relieve the Indemnifying Person(s) from any Liability which they may have under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise in any material respect of any material rights or defenses of the Indemnifying Person(s) and the Indemnifying Person(s) was not otherwise aware of such action or claim). 10.5.2. The Liabilities of an Indemnifying Person under this Section ‎10 with respect to Losses arising from Claims of any third party which are subject to the indemnification provided for in this Section ‎10 (“Third Party Claims”) shall be governed by the following additional terms and conditions: (a) if Upon delivery of a claim is Notice of Claim that relates to be made against any person (a Third Party Claim, the “Indemnifying Party”) for indemnification hereunder, give prompt written notice Indemnified Person shall also deliver to the Indemnifying Person copies of all relevant documentation with respect to such Third Party of the lossesClaim, claimsincluding, damageswithout limitation, liabilities any summons, complaint or out-of-pocket expenses (provided other pleading that the failure to give prompt notice shall not impair may have been served, any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); andwritten demand or any other document or instrument. (b) unless in The Indemnifying Person shall have the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified right to defend against the Third Party and Indemnifying Party may exist with respect to such claimClaim on its own, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If Persons, subject to (i) the right of the Indemnified Persons to participate (at its own expense and with counsel of its own choice) in the defense of such defense is assumedThird Party Claim, and subject to (ii) the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject Person's written acknowledgement that it is obligated to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability provide indemnification to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party Persons with respect to such claimThird Party Claim. The Indemnifying Person, unless in on the reasonable judgment one hand, and the Indemnified Persons, on the other hand, shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to the details and progress of all proceedings relating thereto, and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any Indemnified and all Third Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claimClaims. 4.3.4 (c) No Indemnifying party shallThird Party Claim shall be settled or compromised by the Indemnified Persons, and no Indemnified Person shall admit any Liability under any Third Party Claim, without the prior written consent of the Indemnified party, consent to Indemnifying Person. Any settlement or compromise made in violation of the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by foregoing sentence shall relieve the Indemnifying Party pursuant to the terms Person from its indemnification obligations in respect of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Third Party or which settlement 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 or litigationClaim. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 or 4.2 (each, an “The Indemnified Party”) Party shall: : (a) if a claim is to be made against any person (give the “Indemnifying Party”) for indemnification hereunder, give Party prompt written notice to of the relevant Claim; (b) provide the Indemnifying Party, at the Indemnifying Party’s expense, with reasonable information, assistance and cooperation in the defense of such Claim; and (c) give the Indemnifying Party the right to control the defense and settlement of any such Claim, except that the Indemnifying Party will not enter into any settlement that affects the Indemnified Party's rights or interest without the Indemnified Party's prior written approval, which shall not be unreasonably withheld or delayed, and provided further that the Indemnified Party shall not be required to allow the Indemnifying Party to assume the control of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder defense of a Claim to the extent such failure has not prejudiced that the Indemnifying Party); and Indemnified Party determines (bi) unless in any relief other than monetary damages is sought against the Indemnified Party’s reasonable judgment , (ii) there may be a conflict of interest between such the Indemnifying Party and Indemnified Party and Indemnifying Party may exist in the conduct of the defense, or (iii) settlement of, or an adverse judgment with respect to, such claim could reasonably be expected to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and in such claim, permit such Indemnifying events the costs of defense will be considered "Claims" as defined above. The Indemnified Party will have the right to assume control of participate in the defense of such claim Claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without of its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Partychoice at its own expense. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled (a) If any legal proceedings shall be instituted or any claim is asserted by any third party in respect of which any party hereto may have an obligation to indemnification pursuant indemnify another party, the party asserting such right to Sections 4.1 or 4.2 indemnity (each, an the “Indemnified Party”) shall: (a) if a claim shall give the party from whom indemnity is to be made against any person sought (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice thereof, but any failure to so notify the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair relieve it from any person’s right liability that it may have to indemnification hereunder the Indemnified Party other than to the extent such failure has not prejudiced the Indemnifying Party); andParty is actually prejudiced thereby. (b) unless The Indemnified Party may defend any third party claim with counsel of its own choosing, and shall act in a commercially reasonable manner and in accordance with its good faith business judgment in handling such third party claim. All costs (including attorneys’ fees) incurred by the Indemnified Party in defending such third party claim shall be at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 9.5. The Indemnifying Party shall have the right, at its option and expense, to participate in the defense of such proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Indemnified Party’s reasonable judgment a conflict of interest between such . Notwithstanding the two preceding sentences, if the Indemnifying Party (i) admits in writing its liability to the Indemnified Party and Indemnifying Party may exist hereunder with respect to such proceeding or claim, permit such Indemnifying ; and (ii) furnishes evidence of its financial ability to indemnify the Indemnified Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall notmay assume control of the defense at its expense through counsel reasonably satisfactory to such Indemnified Party; provided, without its consent however, that: (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by i) the Indemnified Party. 4.3.2 If Party shall be entitled to participate in the defense of such control claim and to employ counsel at its own expense to assist in the handling of defense is assumedsuch claim; provided, however, that the employment of such counsel shall be at the expense of the Indemnifying Party shall not be subject to any liability to if the Indemnified Party for any legal determines in good faith that such participation is appropriate in light of defenses not available to the Indemnifying Party, conflicts of interest or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof.similar circumstances; 4.3.3 An (ii) no Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such each Indemnified Party of a release from all liability in respect of such claim; and (iii) the Indemnifying Party shall not be entitled to such control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement of (A) any claim to the extent the claim seeks an order, injunction, non-monetary or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, condition (financial or on behalf otherwise) or prospects of the Indemnified Party or (B) any officerclaim relating to Taxes. (c) If the Indemnified Party elects not to defend such third party claim, director or controlling person the Indemnified Party shall promptly provide notice to the Indemnifying Party. After written notice by the Indemnifying Party to the Indemnified Party of its assumption of control of the defense of any such action pursuant to this Section 9.5, the Indemnifying Party shall not be liable to such Indemnified Party hereunder for any Legal Expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation and of liaison counsel for the Indemnified Party; provided, however, that the Indemnifying Party shall survive be liable for such Legal Expenses if the transfer Indemnified Party determines in good faith that the incurrence of securitiesthe same is appropriate in light of defenses not available to the Indemnifying Party, conflicts of interest or other similar circumstances. If the Indemnifying Party does not assume control of the defense of such claim as provided in this Section 9.5, the Indemnified Party shall have the right to defend such claim in such manner as it may deem appropriate at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 9.5. The reimbursement of fees, costs and expenses required by this Section 9.5 shall be made by periodic payments during the course of the investigations or defense, as and when bills are received or expenses incurred. (d) The Indemnified Party shall obtain the prior written approval of the Indemnifying Party before entering into any settlement of a third party claim or ceasing to defend against such claim (with such approval not to be unreasonably withheld or conditioned). (e) The Indemnifying Party and the Indemnified Party shall make available to each other and their counsel and accountants all books and records and information relating to any third party claims, keep each other apprised as to the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all third party claims.

Indemnification Process. 4.3.1 Any person Each party indemnified under the provisions of this Agreement, upon receipt of written notice of any Claim or the service of a summons or other initial legal process upon it in any action instituted against it for which it may be entitled to indemnification pursuant to Sections 4.1 this Agreement, shall promptly give written notice of such Claim, or 4.2 (eachthe commencement of such action, an “Indemnified Party”) shall: (a) if a claim is or threat thereof, to the Party from whom indemnity shall be made against any person (the “Indemnifying Party”) for indemnification sought hereunder, give prompt provided, however, that the failure to provide such notice within a reasonable period of time shall not relieve the indemnifying party of any of its obligations hereunder except to the extent the indemnifying party if prejudiced by such failure. Each indemnifying party shall be entitled as its own expense to participate in the defense of such Claim or action, or, if it shall elect, so long as it has acknowledged in writing to the indemnified party its indemnification obligations hereunder, by written notice to the Indemnifying Party indemnified party within twenty (20) days of receipt of notice of the lossesClaim or action from the indemnified party to assume such defense, claims, damages, liabilities or out-of-pocket expenses in which event such defense shall be conducted by counsel chosen by such indemnifying party (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder without prejudice to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control right of the defense indemnified party to fully participate at its own expense through counsel of such claim with its own choosing) which counsel may be any counsel reasonably satisfactory to the Indemnified Party. If indemnified party against whom such defense Claim is assumedasserted or who shall be the defendant in such action, the Indemnifying Party and such indemnified party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the bear all fees and expenses of more than one any additional counsel retained by it or them, provided that the indemnifying party shall obtain the consent of the indemnified party (1which consent may be withheld in its sole discretion) counsel for all parties indemnified by such Indemnifying Party with respect to such claimbefore entering into any settlement, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other adjustment or compromise of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying Claims, provided further that the indemnifying party shallmay, without the prior written consent of the Indemnified indemnified party, settle or compromise or consent to the entry of any judgment in any Claim or enter into any settlement which cannot be settled in all respects by action involving only the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such Indemnified Party the indemnified party of a duly executed written release of the indemnified party from all liability in respect of such Claim or action which written release shall be reasonably satisfactory in form and substance to the indemnified party. Notwithstanding the immediately preceding sentence, if the named parties in such action (including impleaded parties) include the indemnified and the indemnifying parties, and the indemnified party shall have been advised by counsel that there may be a conflict between the positions of the indemnifying party and the indemnified party in conducting the defense of such action or that there are legal defenses available to such claim indemnified party materially different from or litigation. 4.3.5 The indemnification provided in addition to those available to the indemnifying party, then counsel for under this Agreement the indemnified party, shall remain be entitled, if the indemnified party so elects, to conduct the defense and, in full force such event, the reasonable fees and effect regardless expenses of such counsel shall be borne by the indemnifying party. If the indemnifying party shall elect not to assume the defense of such Claim or action, such indemnifying party shall reimburse such indemnified party for the reasonable fees and expenses of any investigation made counsel retained by it, and shall be bound by the results obtained by the indemnified party in respect of such Claim or on behalf action; provided, however, that no such Claim or action shall be settled without the written consent of the Indemnified Party indemnifying party (which consent shall not be unreasonably withheld or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securitiesdelayed).

Indemnification Process. 4.3.1 Any person entitled If any action shall be brought against either party (the "Claimant") in respect to indemnification which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to Sections 4.1 the provisions of this Section 10, the Claimant shall promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or 4.2 (each, an “Indemnified Party”) shall: (a) if a claim other such relief as is to be made against any person (sought therein. The Claimant shall cooperate with the “Indemnifying Party at the Indemnifying Party”) for indemnification hereunder, give prompt 's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon written notice to Claimant undertake to conduct all proceedings or negotiations in connection therewith, assume the Indemnifying Party defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel, and payment of all expenses. Claimant shall have the losses, claims, damages, liabilities or out-of-pocket expenses (right to employ separate counsel and participate in the defense at its own expense; provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall notcontrol the defense. In the event that the parties materially disagree on any aspect of the defense, without then the Claimant may elect to pursue its consent own defense and the Indemnifying Party's indemnification obligation shall cease. The Indemnifying Party shall reimburse Claimant upon demand for any payments made or loss suffered by it in connection with an indemnifiable matter at any time after the date of written notice of such claim, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement, approved in writing by the Indemnifying Party (such consent which approval shall not be unreasonably withheld, delayed or conditioned), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumedclaims, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled todemands, or elects not toactions, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with in respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect damages to such claimwhich the foregoing relates. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled Each Indemnified Party shall give notice to the party required to provide indemnification pursuant to Sections 4.1 or 4.2 (each, an “Indemnified Party”) shall: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and Indemnifying Party may exist with respect to such claim, shall permit such the Indemnifying Party to assume control the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim with counsel reasonably satisfactory to or litigation, shall be approved by the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent whose approval shall not be unreasonably withheld); and, be subject provided, further, that the failure of any Indemnified Party to any liability for any settlement made give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 8.3 except to the extent that the Indemnifying Party is adversely affected by the such failure. The Indemnified Party. 4.3.2 If Party may participate in such control of defense is assumedat such party’s expense; provided, however, that the Indemnifying Party shall not pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be subject inappropriate due to any liability to actual or potential conflicting interests between the Indemnified Party for and any legal or other expenses subsequently incurred party represented by such counsel in such proceeding; provided further that in no event shall the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated required to pay the fees and expenses of more than one (1) law firm per jurisdiction as counsel for all parties indemnified by such the Indemnified Party. The Indemnifying Party with respect also shall be responsible for the expenses of such defense if the Indemnifying Party does not elect to assume such claimdefense. No Indemnifying Party, unless in the reasonable judgment defense of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party claim or litigation shall, without except with the prior written consent of the each Indemnified partyParty, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 of such claim or litigation. 4.3.5 The indemnification provided for under this Agreement , and no Indemnified Party shall remain in full force and effect regardless consent to entry of any investigation made by judgment or on behalf settle such claim or litigation without the prior written consent of the Indemnified Party or any officerIndemnifying Party, director or controlling person of such Indemnified Party and which consent shall survive the transfer of securitiesnot be unreasonably withheld.

Indemnification Process. 4.3.1 Any person entitled to (a) All indemnification pursuant to Sections 4.1 claims in respect of a Party, its Affiliates, their respective Sublicensees/Licensees or 4.2 their respective directors, officers, employees and agents (each, an “Indemnitee”) shall be made solely by such Party to this Agreement (the “Indemnified Party”) shall: (a) if a claim is to be made against any person (). The Indemnified Party shall give the “Indemnifying Party”) for indemnification hereunder, give indemnifying Party prompt written notice of any Loss or discovery of fact upon which such indemnified Party intends to base a request for indemnification under this Section 3.3 (a “Claim”), but in no event shall the Indemnifying indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided be liable for any Losses that the failure to give prompt notice shall not impair result from any person’s right to indemnification hereunder to the extent delay in providing such failure has not prejudiced the Indemnifying Party); andnotice. (b) unless in At its option, the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with any Claim. Upon assuming the defense of a Claim, the indemnifying Party may appoint as lead counsel in the defense of the Claim any legal counsel selected by the indemnifying Party that is reasonably satisfactory acceptable to the Indemnified Party. If such Should the indemnifying Party assume the defense is assumedof a Claim, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying indemnifying Party shall not be subject to any liability liable to the Indemnified Party for any legal or other expenses subsequently incurred by the such Indemnified Party or an Indemnitee in connection with the analysis, defense thereof. 4.3.3 An Indemnifying or settlement of the Third Party who is Claim; provided that the Indemnified Party shall be entitled to participate in, but not entitled tocontrol, or elects not tothe defense of such Claim and to employ counsel of its choice for such purpose, which shall be at the Indemnified Party’s own expense unless (A) the employment thereof has been specifically authorized by the indemnifying Party in writing, (B) the indemnifying Party has failed to assume the defense and employ counsel in accordance with this Section 3.3.2(b) (in which case the Indemnified Party shall control the defense) or (C) the interests of defense of a claim shall not be obligated to pay the fees Indemnified Party or the Indemnitee, on the one hand, and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party the indemnifying Party, on the other, with respect to such claimClaim are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable law, unless ethical rules or equitable principles (in which case the Indemnified Party shall control the defense with respect to it and the Indemnitee). (c) With respect to any Losses relating solely to the payment of money damages in connection with a Claim and that will not result in the reasonable judgment Indemnified Party’s or any other Indemnitee becoming subject to injunctive or other relief or otherwise adversely affecting the business of any the Indemnified Party a conflict of interest may exist between or such Indemnitee in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnified Party and such Indemnitee hereunder, the indemnifying Party shall have the sole right to consent to the entry of any other judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Claims, where the indemnifying Party has assumed the defense of the Claim in accordance with Section 3.3.2(b), the indemnifying Party shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Parties Party (which consent shall not be unreasonably withheld, conditioned or delayed). The indemnifying Party shall not be liable for any settlement or other disposition of a Loss by an Indemnified Party or an Indemnitee that is reached without the written consent of the indemnifying Party, not to be unreasonably withheld, conditioned or delayed. Regardless of whether the indemnifying Party chooses to defend or prosecute any Claim, no Indemnified Party or Indemnitee shall admit any liability with respect to such claim. 4.3.4 No Indemnifying party shallto, or settle, compromise or discharge, any Claim without the prior written consent of the Indemnified partyindemnifying Party, consent not to the entry of any judgment be unreasonably withheld, conditioned or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationdelayed. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless (d) Regardless of whether the indemnifying Party chooses to defend or prosecute any investigation made by or on behalf of Claim, the Indemnified Party or any officershall, director or controlling person of such Indemnified Party and shall survive cause each Indemnitee to, cooperate in the transfer of securitiesdefense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith.

Indemnification Process. 4.3.1 Any person entitled (a) In the event that any claim, action, suit or proceeding, including, without limitation, any inquiry or investigation (whether formal or informal), is brought or instituted against any of the Persons in respect of which indemnification is or might reasonably be considered to indemnification pursuant to Sections 4.1 or 4.2 be provided for herein, such Person (each, an “Indemnified Party”) shall: (a) if a claim will promptly notify the Person from whom indemnification is to be made against any person being sought under Section 10.1 (the “Indemnifying Party”) for indemnification hereunder), give prompt written notice to and the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with will promptly retain counsel who will be reasonably satisfactory to the Indemnified Party. If Party to represent the Indemnified Party in such defense is assumedclaim, action, suit or proceeding, and the Indemnifying Party shall notwill pay all of the reasonable fees and disbursements of such counsel relating to such claim, without its consent (such consent shall not be unreasonably withheld)action, be subject to any liability for any settlement made by the Indemnified Partysuit or proceeding. 4.3.2 If (b) In any such control of defense is assumedclaim, the Indemnifying Party shall not be subject to any liability to action, suit or proceeding, the Indemnified Party for any legal will have the right to retain other counsel to act on his, her or its behalf, provided that the fees and disbursement of such other expenses subsequently incurred counsel will be paid by the Indemnified Party unless: (i) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such other counsel; or (ii) the named parties to any such claim, action, suit or proceeding (including any added, third or interpleaded 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 (such as the availability of different defenses). (c) Subject to Section 10.2(b), it is understood and agreed that the Indemnifying Party will not, in connection with any such claim, action, suit or proceeding in the same jurisdiction, be liable for the reasonable fees and expense of more than one separate legal firm for all Persons in respect of which indemnification is or might reasonably be considered to be provided for herein and such firm will be designated in writing by the Indemnified Party (on behalf of itself and its directors, officers, employees, agents and shareholders). (d) Notwithstanding anything herein contained, no Indemnified Party will agree to any settlement of any such claim, action, suit, proceeding, inquiry or investigation in respect of which indemnification is or might reasonably be considered to be provided for herein, unless the Indemnifying Party has consented in writing thereto, and the Indemnifying Party will not be liable for any settlement of any such claim, action, suit, proceeding, inquiry or investigation unless it has consented in writing thereto. (e) If the indemnification provided for in this Article 10 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any losses, claims, damages or liabilities referred to herein, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, will to the extent permitted by applicable Law contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the defense thereof. 4.3.3 An act or omission that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party who is not entitled and of the Indemnified Party will be determined by a court of law by reference to, among other things, whether the untrue or elects not to, assume alleged untrue statement of material fact or the control of defense of omission to state a claim shall not be obligated material fact relates to pay information supplied by the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in or by the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission provided, however, that no person guilty of fraudulent misrepresentation will be entitled to contribution from any other person who was not guilty of such Indemnified Parties with respect to such claimfraudulent misrepresentation. 4.3.4 (f) The obligations of the Company under this Article 10 will survive completion of the Rights Offering and the termination of this Agreement. No Indemnifying party shallParty, without in the prior written defence of any such claim or litigation, will, except with the consent of the Indemnified partyParty, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person The Indemnified Party shall promptly notify the indemnifying party in writing of any Third Party Claim for which such party believes it is entitled to indemnification be indemnified pursuant to Sections 4.1 Section 7(a)(i) or 4.2 (eachSection 7(a)(ii), an “stating the nature and basis of the Third Party Claim, to the extent known. The Indemnified Party shall cooperate with the indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party shall promptly assume control of the defense and shall employ counsel to handle and defend the same, at the indemnifying party’s sole cost and expense. The Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The foregoing notwithstanding, the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel at its own expense to assist in the handling of such claim, except that the Indemnified Party”) shall: (a) if a claim is to ’s legal expenses in exercising this right shall be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket deemed legal expenses (provided that the failure to give prompt notice shall not impair any person’s right subject to indemnification hereunder to the extent such failure has that (x) the indemnifying party fails or refuses to assume control over the defense of the Third Party Claim; or (y) the Indemnified Party deems it reasonably necessary to file an answer or take similar action to prevent the entry of a default judgment, temporary restraining order, or preliminary injunction against it. The indemnifying party shall not prejudiced the Indemnifying Party); and (b) unless in settle any Third Party Claim without the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claimprior written consent, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent which shall not be unreasonably withheld), be subject to any liability for any settlement made by the withheld or delayed. The Indemnified Party. 4.3.2 If such control ’s failure to perform any obligations under this Section will not relieve the indemnifying party of defense is assumedits obligations under this Section, the Indemnifying Party shall not be subject to any liability except to the Indemnified Party for any legal or other expenses subsequently incurred by extent that the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of indemnifying party can demonstrate that it has been prejudiced as a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other result of such Indemnified Parties with respect to such claimfailure. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for indemnification under this Article VIII shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an “as the "Indemnified Party”) shall" and the party or parties against whom such Claims are asserted under this Article VIII shall be, for the purposes of this Agreement, referred to as the "Indemnifying Party". Except as otherwise set forth in Section 8.03(e), all Claims by any Indemnified Party under this Article VIII shall be asserted and resolved as follows: (a) if In the event that (i) any Proceeding is asserted or instituted by any Person other than the parties to this Agreement or their Affiliates which would reasonably be expected to give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such Proceeding, a "Third Party Claim") or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a "Direct Claim" and, together with Third Party Claims, "Claims"), the “Indemnifying Party”Indemnified Party shall promptly, and in any event no more than fifteen (15) for indemnification hereunderdays following receipt of notice of such Proceeding, give prompt written notice send to the Indemnifying Party a written notice specifying the nature of such Proceeding and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such Proceeding) (a "Claim Notice"), liabilities or out-of-pocket expenses (provided provided, that a delay in notifying the failure to give prompt notice Indemnifying Party shall not impair any person’s right to indemnification hereunder relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) such failure has not prejudiced shall have caused the Damages for which the Indemnifying Party); andParty is obligated to be greater than such Damages would have been had the Indemnified Party given the Indemnifying Party proper notice. (b) unless in In the Indemnified event of a Third Party Claim, the Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s reasonable judgment a conflict 's choice at the expense of interest between such the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may exist reasonably designate in connection with respect to such claim, permit such Proceeding (in which case the Indemnifying Party to assume control shall not thereafter be responsible for the fees and expenses of the defense of any separate counsel retained by any Indemnified Party except as set forth below); provided, that such claim with counsel is reasonably satisfactory acceptable to the Indemnified Party. Notwithstanding an Indemnifying Party's election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of joint counsel for the Indemnifying Party and the Indemnified Party would be inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with advice of counsel) or (ii) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate reasonably with the Indemnifying Party and its counsel in contesting any Proceeding which the Indemnifying Party defends, or, if appropriate and related to the Proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. If the Indemnifying Party assumes the defense of a Proceeding: (i) it will be conclusively established for purposes of this Agreement that the Claims made in that Proceeding are within the scope of and subject to indemnification; and (ii) no compromise or settlement of such Claims may be effected by the Indemnifying Party without the Indemnified Party's consent (which consent may be withheld in the Indemnified Party's sole and absolute discretion following a reasonable determination by the Indemnified Party that the conditions specified in (A) or (B) have been satisfied) if (A) there is a finding or admission of any violation of Law which results, or would reasonably be expected to result, in a material change in the operation of the Business in any jurisdiction in which the Acquired Company or any Subsidiary conducts material business or results, or would reasonably be expected to result, in the inability or material limitation on such Person's ability to participate in governmental reimbursement programs or (B) such compromise or settlement provides for a material change in the operation of the Business in any jurisdiction in which the Acquired Company or any Subsidiary conducts material business. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense is assumedof such Proceeding, the Indemnifying Party shall not, without its consent (will be bound by any determination made in such consent shall not be unreasonably withheld), be subject to Proceeding or any liability for any compromise or settlement made effected by the Indemnified Party. 4.3.2 If such control (c) In the event of defense is assumeda Direct Claim, the Indemnifying Party shall not be subject to any liability to notify the Indemnified Party for any legal within 30 Business Days of receipt of a Claim Notice whether or other expenses subsequently incurred by not the Indemnifying Party disputes such claim. (d) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records 50 and properties of such Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions which will not unreasonably interfere with the business and operations of such Indemnified Party. The Indemnifying Party will not, and shall require that its representatives do not, use (except in connection with such Claim Notice) or disclose to any third person other than the defense thereofIndemnifying Party's representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 8.04(d) which is designated as confidential by an Indemnified Party. 4.3.3 An Indemnifying Party who is not entitled to(e) Notwithstanding anything to the contrary contained in this Agreement, or elects not to, assume in the control of defense event of a claim Third Party Claim relating to the Special Indemnity Matters, the members on the Special Committee, acting unanimously (after consideration of the recommendations made by Parent and Purchaser), shall not appoint counsel to represent Seller, Parent and Purchaser in connection with such Third Party Claim and the costs of such counsel shall be obligated shared equally between Seller and Parent, on the one hand, and Purchaser, on the other hand. Notwithstanding the Special Committee's right to pay appoint counsel to represent Seller, Parent and Purchaser in connection with such Third Party Claim, each of Seller and Parent, on the fees one hand, and expenses Purchaser, on the other hand, shall have the right to employ one separate counsel, if the use of more than one (1) joint counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless Seller and Parent and Purchaser would be inappropriate in the reasonable judgment of any Indemnified Party a conflict Seller and Parent or Purchaser, as applicable (upon and in conformity with advice of interest may exist between counsel); provided, that if Seller and Parent or Purchaser, as applicable, exercises such Indemnified Party right, such party shall bear the reasonable fees, costs and any other expenses of such Indemnified Parties separate counsel. Notwithstanding anything to the contrary contained in this Agreement, any compromise or settlement of any Claims related to the Special Indemnity Matters (A) involving Damages in the Primary Layer may be effected with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of a majority of the Indemnified partymembers of the Special Committee; and (B) involving Damages in or in excess of the Secondary Layer may be effected by Seller and/or Parent, consent in their sole discretion, after consultation with Purchaser. Notwithstanding the foregoing, any compromise or settlement of any Claims related to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money Special Indemnity Matters that (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlementA) or which settlement includes involves a statement finding or admission of fault and culpability any violation of Law which results in a material change in the operation of the Business in the jurisdiction in which the Proceeding relates or results in the inability or material limitation on the part Purchaser's, Acquired Company's or any Subsidiary's ability to participate in governmental reimbursement programs or (B) provides for a material change in the operation of such Indemnified Party or the Business in the jurisdiction in which settlement does the Proceeding relates, may not include as an unconditional term thereof be effected without the giving by the claimant or plaintiff to such Indemnified Party consent of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf majority of the Indemnified Party or any officer, director or controlling person members of such Indemnified Party and shall survive the transfer of securitiesSpecial Committee.

Indemnification Process. 4.3.1 Any person entitled In respect of any claim, suit or demand by any third party ("Third Party Claim") arising from or relating to indemnification pursuant to Sections 4.1 unauthorized acts or 4.2 breaches of the terms of this Agreement, WebHouse and Priceline (each, an “"Indemnified Party”") shall: (a) if a claim shall give the Party hereto from whom indemnification is to be made against any person sought (the “"Indemnifying Party”") for indemnification hereunder, give prompt written notice of any Third Party Claim of which such Indemnified Party has knowledge concerning any losses as to which such Indemnified Party may request indemnification hereunder. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any losses that may result from such Third Party Claim, then the 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 if it gives notice of its intention to do so to the Indemnified Party within five (5) days of the receipt of such notice from the Indemnified Party; provided that if there exists or is reasonably likely to exist a conflict or interest that would [**]=Confidential Treatment requested for redacted portion make it inappropriate in the judgment of the Indemnified Party, in its sole and absolute discretion, 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, at the expense of the Indemnifying Party. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party of the lossesParty, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced at the Indemnifying Party); and (b) unless 's expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to 's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. If Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such defense is assumedThird Party Claim, the Indemnifying Party shall notcooperate with the Indemnified Party in such defense and make available to the Indemnified Party, without its consent (at the Indemnified Party's expense, all such consent shall not be unreasonably withheld)witnesses, be subject to any liability for any settlement made 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. 4.3.2 If . No such control of defense is assumed, Third Party Claim may be settled by the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationParty. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 (a) Any person entitled to Buyer Indemnified Party or any Seller Indemnified Party seeking indemnification pursuant to Sections 4.1 or 4.2 under this Article VI (an “Indemnified Person”) shall give each party from whom indemnification is being sought (each, an “Indemnified PartyIndemnifying Person”) shall: notice of any matter, including a Third Party Claim as described below (a) a “Notice of Claim”), which such Indemnified Person has determined has given rise to or could give rise to a right of indemnification under this Agreement, stating the estimated amount of the loss, if known, and containing a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice reference to the Indemnifying Party provisions of the lossesthis Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, claimshowever, damages, liabilities or out-of-pocket expenses (provided that the failure so to give prompt notice shall provide such Notice of Claim will not impair relieve the Indemnifying Person(s) from any person’s right to indemnification hereunder Liability which they may have under this Agreement or otherwise (unless and only to the extent that such failure has not prejudiced results in the loss or compromise in any material respect of any material rights or defenses of the Indemnifying PartyPerson(s); and (b). Notwithstanding the foregoing, no claim shall be brought under this Article VI with respect to an event of indemnification described in Section 6.2(a) or Section 6.3(a) unless in an Indemnified Person, at any time prior to the Indemnified Party’s reasonable judgment applicable Survival Date, gives the Indemnifying Person(s) a conflict Notice of interest between such Indemnified Party and Indemnifying Party may exist Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, permit the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (i) Upon receiving a Notice of a Claim involving a Third Party Claim, the Indemnifying Party Person shall have thirty (30) days to assume control of advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any acceptance of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Party. If such defense is assumedPerson and at its own expense, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense, but the Indemnifying Party shall notcontrol the defense. If the Indemnifying Person fails to undertake the defense of or settle or pay any such Third Party Claim within thirty (30) days after the Indemnified Person has given Notice of the Claim to the Indemnifying Person, without its consent (then the Indemnified Person may take any and all necessary action to dispose of such consent claim at the Indemnifying Person’s cost. The Indemnifying Person and the Indemnified Person shall not be unreasonably withheld)have mutually agreed access to the other party’s employees, be subject properties, assets, books and records relating to any liability for any settlement made by Third Party Claims, and shall render to each other such assistance as may be reasonably required to ensure the Indemnified Partyadequate defense of Third Party Claims. Each party shall act reasonably and in accordance with its good faith business judgment in handling a Third Party Claim. 4.3.2 If such control of defense is assumed, (ii) The party controlling the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that such party shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the other party’s prior written consent of the Indemnified partysettle or compromise such proceeding, claim or demand, or consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such Indemnified Party the other party of a written release from all liability in respect to of such proceeding, claim or litigationdemand. 4.3.5 The indemnification provided for (c) In the event that Buyer or ADI is the Indemnified Person, the Buyer Parties shall offset the amount claimed against any amount due under this Agreement shall remain in full force and effect regardless the Note before proceeding against Sellers to collect such amount. If the Sellers dispute the Notice of Claim or any investigation made by or on behalf of the Indemnified Party or any officeralleged Losses, director or controlling person the amount in dispute (up to the amount owed under the Note) that would be subject to offset as set forth above shall promptly be deposited by Buyer in escrow, pending resolution of such Indemnified Party and shall survive the transfer of securitiesdispute, pursuant to an escrow agreement substantially in the form attached hereto as Exhibit G with an escrow agent reasonably satisfactory to the parties, it being agreed that a money center bank will be satisfactory.

Indemnification Process. 4.3.1 Any person entitled (a) A party making a claim for indemnification under this Article IX shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, as an “Indemnified Party”) shall” and a party against whom such claims are asserted under this Article IX shall be, for the purposes of this Agreement, referred to as an “Indemnifying Party.” All claims by any Indemnified Party under this Article IX shall be asserted and resolved as follows: (ab) if In the event that (i) any action, application, suit, demand, claim or legal, administrative, arbitration or other alternative dispute resolution proceeding, hearing or investigation (each, a “Proceeding”) is asserted or instituted by any Person other than the Parties or their Affiliates which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such Proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim” and, together with Third Party Claims, “Claims”), the “Indemnifying Party”) Indemnified Party shall, promptly after it becomes aware of a Third Party Claim, or determines that there exists a reasonable basis for indemnification hereundera Direct Claim, give prompt written notice send to the Indemnifying Party a written notice specifying the nature of such Claim and the amount or estimated amount thereof (which amount or estimated amount shall be made without prejudice to the parties’ rights and shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such Claim) (a “Claim Notice”), liabilities together with copies of all notices and documents (including court papers) served on or out-of-pocket expenses (received by the Indemnified Party in the case of a Third Party Claim, provided that a delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article IX except to the extent of any incremental damage or liability the Indemnifying Party shall have incurred as a result of such failure to give prompt notice such notice, in which case the Indemnifying Party shall not impair any person’s right to indemnification hereunder be relieved of its obligations under this Article IX to the extent of such failure has not prejudiced the Indemnifying Party); andincremental damage or liability. (bc) unless in In the Indemnified Party’s reasonable judgment event of a conflict of interest between such Indemnified Third Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumedClaim, the Indemnifying Party shall not, without its consent have the right to defend the Indemnified Party against such Third Party Claim and be entitled to appoint counsel of the Indemnifying Party’s choice (such consent shall not be unreasonably withheld), be subject but reasonably acceptable to any liability for any settlement made by the Indemnified Party. 4.3.2 If ) at the expense of the Indemnifying Party to represent the Indemnified Party in connection with such control of defense is assumed, Proceeding; provided that the Indemnifying Party shall not be subject entitled to assume or continue control of the defense of any liability Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Third Party Claim, if determined in favor of the claimant, would result in Damages in excess of the amounts available for indemnification pursuant to this Article IX or (iv) the Indemnified Party for any legal or other expenses subsequently incurred by has not, prior to the assumption of such defense, acknowledged that such Third Party Claim is subject to indemnification under this Article IX. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party may retain separate counsel in connection with such Third Party Claim, but the defense thereof. 4.3.3 An Indemnifying Party who is not entitled toshall bear the reasonable fees, costs and expenses of such separate counsel only if (i) the use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest or elects not to, assume (ii) the control of defense of a claim Indemnifying Party shall not have engaged counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. Nothing in this Section 9.3(c) shall require the Indemnifying Party to be obligated to pay responsible for the fees and expenses of more than one counsel (1in addition to any local counsel) counsel for all parties indemnified at any time in connection with the defense against a Third Party Claim. If requested by such the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party with respect and its counsel in defending and contesting any Proceeding which the Indemnifying Party defends, or, if appropriate and related to such claimthe Proceeding in question, unless in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed) or (ii) by the Indemnifying Party without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), unless, in the reasonable judgment case of any this clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement provides for a full release of all Liability of the Indemnified Party a conflict of interest may exist between such Indemnified Party and any other in respect of such Indemnified Parties with respect Third Party Claim; provided that, in no event will the Indemnifying Party be permitted to such claim. 4.3.4 No settle any Third Party Claim for which the Indemnifying party shallParty would not be entitled to assume the defense hereunder, without the prior written consent of the Indemnified party, consent Party. In the event any Indemnified Party settles or compromises or consents to the entry of any judgment or enter into with respect to any settlement which cannot be settled in all respects by Third Party Claim without the payment prior written consent of money (and such money is so paid by the Indemnifying Party pursuant to (except in the terms of such settlement) event the Indemnifying Party unreasonably withheld or which settlement includes a statement or admission of fault and culpability on the part of delayed its consent), such Indemnified Party or which settlement does not include as an unconditional term thereof shall be deemed to have waived all rights against the giving by the claimant or plaintiff to such Indemnified Indemnifying Party of a release from all liability in for indemnification under this Article IX with respect to such claim or litigationThird Party Claim. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to party seeking indemnification pursuant to Sections 4.1 or 4.2 under this Article VIII (each, an “Indemnified Party”) shallshall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given rise to or could give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of an Indemnifying Party under this Article VIII with respect to Losses arising from any Third Party Claims which are subject to the indemnification provided for in this Article VIII shall be governed by and contingent upon the following additional terms and conditions: (a) if a claim is to be made against If any person (Indemnified Party shall receive notice of any Third Party Claim, the “Indemnifying Party”) for indemnification hereunder, Indemnified Party shall give prompt written notice to the Indemnifying Party notice of such Third Party Claim within thirty (30) days of the lossesreceipt by the Indemnified Party of such notice; provided, claimshowever, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt provide such notice shall not impair release the Indemnifying Party from any person’s right to indemnification hereunder of its obligations under this Article VIII except to the extent such failure has not prejudiced the Indemnifying Party); andParty is materially prejudiced by such failure. (b) unless If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the 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 if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, further, however, that if it would be detrimental to the defense 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, at the expense of the Indemnified Party. (c) In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If Similarly, in the event the Indemnifying Party declines to take such defense is assumedand the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall notcooperate with the Indemnified Party in such defense and make available to the Indemnified Party, without its consent (at the Indemnifying Party’s expense, all such consent shall not be unreasonably withheld)witnesses, be subject to any liability for any settlement made 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. 4.3.2 (d) If the Indemnifying Party shall have failed to assume the defense of any claim in accordance with the provisions of this Article, then the Indemnified Party shall have the absolute right to control the defense of such control claim and, if and when it is finally determined that the Indemnified Party is entitled to indemnification from the Indemnifying Party hereunder, the fees and expenses of the Indemnified Party’s counsel shall be borne by the Indemnifying Party and paid by the Indemnifying Party to the Indemnified Party within five (5) business days of written demand therefor, but the Indemnifying Party shall be entitled, at its own expense, to participate in (but not control) such defense. {*} = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (e) So long as the Indemnifying Party has assumed and is conducting the defense is assumedof the Third Party Claim in accordance with Section 8.4(b) above, (i) the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which canwith respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be settled in withheld unreasonably withheld, conditioned or delayed and not to be withheld at all respects by if the payment Indemnified Party is completely released from all claims and not required to make any admission of money (and such money is so paid by the Indemnifying Party fault or wrongdoing or take any action pursuant to the terms of such the settlement), and (ii) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party shall not consent to the entry of any judgment or enter into any officer, director or controlling person settlement with respect to the Third Party Claim without the prior written consent of such Indemnified the Indemnifying Party and shall survive the transfer of securities(not to be withheld unreasonably).

Indemnification Process. 4.3.1 (a) Any person entitled to Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification pursuant to Sections 4.1 or 4.2 under this Article VIII shall give each party from whom indemnification is being sought (each, an “Indemnified PartyIndemnifying Person”) shall: notice of any matter (aa “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to be made against the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any person (defect in such Notice of Claim will not affect the “Indemnifying Party”) for rights of any Indemnified Persons to obtain indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder except to the extent such failure has not prejudiced to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this Article VIII with respect to an event of indemnification described in Section 8.2(a)(i) or 8.3(a)(i) unless the Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Party); and (bPerson(s) unless in the Indemnified Party’s reasonable judgment a conflict Notice of interest between such Indemnified Party and Indemnifying Party may exist Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, permit the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (i) If a Third Party Claim is made against an Indemnified Person, then the Indemnifying Party Person shall be entitled to assume control of participate in the defense of such claim with counsel reasonably satisfactory the Third Party Claim and, if the Indemnifying Person so chooses, to assume the defense of the Third Party Claim so long as (A) the Indemnifying Person gives written notice to the Indemnified Party. If such defense is assumedPerson within thirty (30) days that it will indemnify the Indemnified Person from and against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person, (C) the Indemnified Person has not been advised by counsel that a conflict exists between the Indemnified Person and the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party Person in connection with the defense thereof. 4.3.3 An of the Third Party Claim, (D) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, and (E) the Indemnifying Party who is not entitled to, or elects not to, assume Person conducts the control of defense of a claim the Third Party Claim actively and diligently. If the Indemnifying Person assumes such defense, then the Indemnified Person shall not be obligated have the right to participate in the defense of the Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, provided, however, that the Indemnifying Person will pay the fees and expenses of more than one (1) separate co-counsel for all parties indemnified retained by such the Indemnified Person that are incurred prior to Indemnifying Party with respect to such claim, unless in the reasonable judgment Person’s assumption of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent control of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf defense of the Indemnified Third Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securitiesClaim.

Indemnification Process. 4.3.1 Any person entitled to The Person seeking indemnification pursuant to Sections 4.1 or 4.2 (each, an “Indemnified Party”) shall: (a) if a claim is to be made against any person (the “Indemnifying PartyIndemnitee”) for indemnification hereunder, hereunder shall give prompt written notice to the Indemnifying indemnifying Party promptly upon receipt of written notice of the lossespotential Third Party Claim for which indemnification may be sought under this Agreement. The Indemnitee shall permit the indemnifying Party to assume the defense or disposition of any such Third Party Claim or related litigation, claimsprovided that counsel is reasonably acceptable to the Indemnitee; and provided further, damagesthat the indemnifying Party shall not make any settlement admitting fault or incur any liability on the part of the Indemnitee without its written consent, liabilities such consent not to be unreasonably withheld or delayed. The Indemnitee shall cooperate with the indemnifying Party in all reasonable respects with respect to the defense of any such Third Party Claim, with the out-of-pocket expenses costs of the Indemnitee to be reimbursed by the indemnifying Party. The Indemnitee shall be entitled to retain counsel of its choice (at is own expense) to participate in, but not control (except as provided that below), the failure defense of any Third Party Claim. The Indemnitee shall be entitled to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim Third Party Claim at the indemnifying Party’s expense if (a) the indemnifying Party has failed to assume the defense of such Third Party Claim in a reasonably prompt manner or with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, Indemnitee or (b) the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by interests of the Indemnified Party. 4.3.2 If such control of defense is assumed, Indemnitee and the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying indemnifying Party with respect to such claimThird Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both parties under applicable law, unless in ethical rules or equitable principles. In no event shall the reasonable judgment of Indemnitee compromise, settle or otherwise admit any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties liability with respect to such claim. 4.3.4 No Indemnifying party shall, any claim without the prior written consent of the Indemnified party, indemnifying Party (such consent not to the entry of any judgment be unreasonably withheld or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationdelayed). 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled No claim for indemnification will arise until notice thereof is given to indemnification pursuant the party from whom indemnity is sought. In the event that any legal proceedings shall be instituted or any claim or demand be asserted by any third party in respect of which the Seller Parties on the one hand, or Buyer on the other hand, may have an obligation to Sections 4.1 indemnify the other(s), the party asserting such right to indemnity shall give or 4.2 (each, an “Indemnified Party”) shall: (a) if a claim is cause to be made against any person (given to the “Indemnifying Party”) for indemnification hereunder, give prompt party from whom indemnity may be sought written notice thereof (including the facts constituting the basis therefor) and such party shall have the right, at its option and expense, to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the party asserting such right to indemnity, unless the party from whom indemnity is sought irrevocably acknowledges full and complete responsibility for indemnification of the party asserting such right to indemnity, in which case such party may assume such control through counsel reasonably satisfactory of its choice (and in which case the party asserting a right to indemnity shall have the Indemnified Partyright, at its option and expense, to be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof). If The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand; provided, however, if the indemnifying party has assumed the defense is assumedof such a third party claim, the Indemnifying Party indemnifying party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified indemnified party, enter into any settlement, compromise or discharge or consent to the entry of any judgment which imposes any expense, obligation or enter into restriction upon the indemnified party, includes any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability obligations on the part of such Indemnified Party the indemnified party to take any future actions, or which settlement does not include as an unconditional term thereof requires the giving by the claimant indemnified party to admit or plaintiff acknowledge to such Indemnified Party any fact or event, including any violation of a release from all liability in respect to such claim or litigationLaw. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to Promptly after receipt by any of the indemnified parties under this Agreement of notice of any action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a “Proceeding”), the party seeking indemnification pursuant to Sections 4.1 or 4.2 (each, an the “Indemnified PartyIndemnitee”) shall: shall notify the party from which indemnification is sought (athe “Indemnitor”) in writing of the commencement thereof if a claim with respect thereof is to be made against any person (under this Agreement. To the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to extent that the Indemnifying Party Indemnitor has actual knowledge of the lossescommencement of such Proceeding, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice notify the Indemnitor shall not impair relieve such Indemnitor from any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party liability which it may exist with respect have to such claimIndemnitee pursuant to this Section 4, permit and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnifying Party Indemnitee otherwise than under this Section 4. The Indemnitor shall be entitled to assume control of participate in the defense of any such claim Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnified PartyIndemnitee. If In any such defense is assumedProceeding, the Indemnifying Party Indemnitee shall nothave the right to retain its own counsel, without its consent but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such consent Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be unreasonably withheld), be subject to any liability liable for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal fees or other expenses subsequently incurred of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnified Party Indemnitor). The Indemnitee will cooperate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claimProceeding. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 (a) Any person entitled Buyer Indemnified Person seeking indemnification under this Article VII (including in connection with a Third Party Claim) shall give the Company notice of any matter (a “Notice of Claim”) which such Buyer Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification pursuant to Sections 4.1 or 4.2 under this Agreement, stating the amount of the Loss, if known (each, an a “Indemnified PartyLoss Estimate”) shall: (a) if and containing a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice reference to the Indemnifying Party provisions of the lossesthis Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, claimshowever, damages, liabilities or out-of-pocket expenses (provided that the failure so to give prompt notice provide such Notice of Claim will not affect the rights of Buyer Indemnified Persons to obtain indemnification hereunder. Notwithstanding the foregoing, no claim shall not impair be brought under this Article VII with respect to an event of indemnification described in Section 7.2(a)(i) unless a Buyer Indemnified Person, at any person’s right to indemnification hereunder time prior to the extent such failure has not prejudiced applicable Survival Date, gives the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment Company a conflict Notice of interest between such Indemnified Party and Indemnifying Party may exist Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, permit the relevant representations and warranties shall survive as to such Indemnifying claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to assume control the following terms and conditions: (i) The Buyer Indemnified Person may defend any Third Party Claim with counsel of its own choosing, and shall act in a commercially reasonable manner and in accordance with its good faith business judgment in handling such Third Party Claim. All costs (including attorneys’ fees) incurred by the Buyer Indemnified Person in defending any Third Party Claim that may give rise to indemnification under Section 7.2(a) shall be satisfied as such costs are incurred in the same manner as Losses are satisfied pursuant to Section 7.2(b). If the Buyer Indemnified Person elects not to defend such Third Party Claim, the Buyer Indemnified Person shall promptly provide notice to the Company. The Company shall have ten (10) days to advise the Buyer Indemnified Person whether the Company accepts the defense of such claim claim, and the Company shall have no obligation to the Buyer Indemnified Person for legal fees incurred by the Buyer Indemnified Person after the date of any assumption of the defense by the Company. If the Company determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Buyer Indemnified PartyPerson and at its own expense, provided that, the Buyer Indemnified Person shall have the right to be represented by its own counsel at its own expense. If the Company fails to undertake the defense of or settle or pay any such defense is assumed, Third Party Claim within ten (10) days after the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Buyer Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability Person has given written notice to the Company of the claim, or if the Company, after having given such notification to the Buyer Indemnified Party for Person, fails within ten (10) days, or at any legal time thereafter, to defend to the reasonable satisfaction of the Buyer Indemnified Person, settle or other expenses subsequently pay such claim, then the Buyer Indemnified Person may take any and all necessary action to dispose of such claim, and any costs (including attorneys’ fees) incurred by the Buyer Indemnified Person in so doing with respect to any Third Party Claim that may give rise to indemnification under Section 7.2(a) shall be satisfied as such costs are incurred in connection with the defense thereofsame manner as Losses are satisfied pursuant to Section 7.2(b). 4.3.3 An Indemnifying (ii) The Company and the Buyer Indemnified Person shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party who is not entitled toClaims, or elects not to, assume keep each other apprised as to the control details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense of a claim Third Party Claim may settle such Third Party Claim on any terms which it may deem reasonable, provided that, the Company shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the Buyer Indemnified Person’s prior written consent of the Indemnified partysettle or compromise such proceeding, claim or demand, or consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Buyer Indemnified Party Person of a written release from all liability in respect to of such proceeding, claim or litigationdemand. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled If any action shall be brought against individual or entity indemnified hereunder (the "Claimant") in respect to indemnification which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to Sections 4.1 or 4.2 (eachthe provisions of this Section 5, an “Indemnified Party”) shall: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to Claimant shall promptly notify the Indemnifying Party in writing, specifying the nature of the losses, claims, damages, liabilities action and the total monetary amount sought or out-of-pocket expenses (other such relief as is sought therein; provided that (i) the Claimant's failure to give prompt any such notice shall not impair or limit any person’s right to indemnification Claimant's rights hereunder except to the extent such failure has not that Indemnifying Party is prejudiced thereby and (ii). The Claimant shall cooperate with the Indemnifying Party at the Indemnifying Party); and (b) unless 's expense in the Indemnified Party’s all reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party respects in connection with the defense thereof. 4.3.3 An of any such action. The Indemnifying Party who is not entitled to, may upon written notice to the Claimant undertake to conduct all proceedings or elects not tonegotiations in connection therewith, assume the control defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of defense counsel which shall be satisfactory to the Claimant, and payment of a claim all expenses. The Claimant shall not be obligated have the right to pay employ separate counsel and participate in the fees and expenses of more than one (1) counsel for all parties indemnified by such defense. The Indemnifying Party with respect to such claimshall reimburse the Claimant upon demand for any payments made or loss suffered by it at any time after the date of tender, unless in based on the reasonable judgment of any Indemnified Party court of competent jurisdiction or pursuant to a conflict bona fide compromise or settlement of interest may exist between such Indemnified Party and any other of such Indemnified Parties with claims, demands, or actions, in respect to such claim. 4.3.4 No any damages to which the foregoing relates; provided that no settlement shall be made by the Indemnifying party shall, Party without the prior written consent of the Indemnified party, consent Claimant unless such settlement contains a general release of the Claimant by all adverse parties in such action in form and substance reasonably acceptable to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationClaimant. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled For this indemnification to indemnification pursuant to Sections 4.1 or 4.2 (eachapply, an “Indemnified Party”indemnitee must immediately notify the indemnifying Party in writing upon receipt of notice of any Claim, but in no event later than ten (10) shall: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunderdays after such receipt, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified and must permit indemnifying Party’s reasonable judgment a conflict of interest between such Indemnified Party attorneys and Indemnifying Party may exist with respect personnel, at indemnifying Party’s discretion and cost, to such claim, permit such Indemnifying Party to assume handle and control of the defense of such claim with counsel reasonably satisfactory Claim, provided, however, that failure to provide such notice shall not relieve indemnifying Party of its indemnification obligations except to the Indemnified extent that the indemnifying Party’s ability to defend such Claim is materially, adversely affected by such failure. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to make any settlement admitting fault or incur any liability on the part of the indemnified Party without indemnified Party’s prior written consent, such consent not to the Indemnified be unreasonably withheld or delayed. The indemnified Party for any legal or other expenses subsequently incurred by the Indemnified shall cooperate with indemnifying Party in connection with all reasonable respects regarding the defense thereof. 4.3.3 An Indemnifying of any such Claim, at indemnifying Party’s expense. The indemnified Party who is not shall be entitled toto retain counsel of its choice at its own expense. In the event a Claim falls under this indemnification clause, in no event shall the indemnified Party compromise, settle or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party otherwise admit any liability with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, Claim without the prior written consent of the Indemnified partyindemnifying Party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant consent not to the terms of such settlementbe unreasonably withheld or delayed. EXCEPT FOR (I) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationTHE PARTIES’ OBLIGATIONS TO INDEMNIFY EACH OTHER PURSUANT TO THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 (a) Any person entitled to Buyer Indemnified Person seeking indemnification pursuant to Sections 4.1 or 4.2 under this ARTICLE VII (an “Indemnified Person”) shall give each party from whom indemnification is being sought (each, an “Indemnified PartyIndemnifying Person”) shallnotice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim will not relieve the Indemnifying Person from Liability under this Agreement except, and only to the extent that, such failure to notify the Indemnifying Person results in the actual and material impairment or loss of rights and defenses that would have otherwise been available to the Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this ARTICLE VII with respect to an event of indemnification described in Section 7.2(a) unless an Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (ai) if a claim The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the Indemnifying Person’s cost, and shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The Indemnifying Person shall have ten (10) days to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be made against represented by its own counsel at its own expense. If the Indemnifying Person fails to undertake the defense of or settle or pay any person such Third Party Claim within ten (10) days after the “Indemnifying Party”) for indemnification hereunder, give prompt Indemnified Person has given written notice to the Indemnifying Party Person of the lossesclaim, claimsor if the Indemnifying Person, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder after having given such notification to the extent such failure has not prejudiced Indemnified Person, fails within ten (10) days, or at any time thereafter, to defend to the Indemnifying Party); and (b) unless in reasonable satisfaction of the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to Person, settle or pay such claim, permit then the Indemnified Person may take any and all necessary action to dispose of such claim at the Indemnifying Person’s cost. The Indemnifying Person and the Indemnified Person shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to assume control the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (ii) The party controlling the defense of a Third Party Claim may settle such claim with counsel reasonably satisfactory to Third Party Claim on any terms which it may deem reasonable, provided that, an Indemnifying Person shall not without the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the Person’s prior written consent of the Indemnified partysettle or compromise such proceeding, claim or demand, or consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party Person of a written release from all liability in respect to of such proceeding, claim or litigationdemand. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for indemnification under this Article 9 shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an as the “Indemnified Party”) shall” and the party or parties against whom such claims are asserted under this Article 7 shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Article 7 shall be asserted and resolved as follows: (a) if In the event that (i) any claim, demand or Proceeding is asserted or instituted by any Person other than the Parties or their Affiliates which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or Proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”), the “Indemnifying Party”) for indemnification hereunder, give prompt written notice Indemnified Party shall with reasonable promptness send to the Indemnifying Party a written notice specifying the nature of such claim, demand or Proceeding and the amount or estimated amount of such claim, demand or Proceeding (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such claim, liabilities demand or out-of-pocket expenses Proceeding) (a “Claim Notice”), provided that a delay in notifying the failure to give prompt notice Indemnifying Party shall not impair any person’s right to indemnification hereunder relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) such failure has not prejudiced shall have caused the Damages for which the Indemnifying Party); andParty is obligated to be greater than such Damages would have been had the Indemnified Party given the Indemnifying Party proper notice. (b) unless In the event of a Third Party Claim, the Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such claim, demand or Proceeding (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party. Notwithstanding an Indemnifying Party’s reasonable judgment a conflict of interest between such election to appoint counsel to represent an Indemnified Party and Indemnifying in connection with a Third Party may exist with respect Claim, an Indemnified Party shall have the right to such claim, permit such Indemnifying Party to assume control of participate in the defense of such claim and to employ separate 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 fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the forgoing, shall be borne by the Indemnifying Party). The Indemnifying Party 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 to the extent that: (i) the Indemnifying Party has not notified the Indemnified Party in writing within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Party assumes the defense of such claim, the Indemnified Party would suffer material prejudice to its rights if it did not obtain separate counsel and the Indemnified Party has in fact retained such separate counsel with respect to the matter; (ii) the claim for indemnification relates to or arises in connection with any Proceeding that involved criminal charges against the Indemnified Party; or (iii) the claim seeks an injunction or equitable relief against the Indemnified Party and the Indemnifying Party has not engaged counsel reasonably satisfactory in a manner sufficiently timely to avoid material prejudice to the Indemnified Party’s rights. If the Indemnifying Party shall control the defense of any such defense is assumedclaim, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without obtain the prior written consent of the Indemnified party, consent to the entry of any judgment or enter Party (which shall not be unreasonably withheld) before entering into any settlement which canof a claim or ceasing to defend such claim 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 be settled expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim, without prejudice. (c) In the event of a Direct Claim, in all respects by order to assume the payment defense of money (and such money is so paid by Direct Claim pursuant to Section 7.5(b), the Indemnifying Party pursuant shall notify the Indemnified Party in writing within thirty (30) days of receipt of a Claim Notice whether or not the Indemnifying Party assumes the defense of such claim. (d) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the terms of such settlement) or which settlement includes a statement or admission of fault books, records and culpability on the part properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement does the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions that will not include as an unconditional term thereof unreasonably interfere with the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force business and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person operations of such Indemnified Party. The Indemnifying Party shall not, and shall survive require that its representatives do not, use (except in connection with such Claim Notice) or disclose to any third Person other than the transfer of securitiesIndemnifying Party’s representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 7.5(d) which is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for indemnification under this Article IX shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an as the “Indemnified Party”) shall” and the party or parties against whom such claims are asserted under this Article IX shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Article IX shall be asserted and resolved as follows: (a) if In the event that (i) any Proceeding is asserted or instituted by any Person other than the parties to this Agreement that could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such Proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement that does not involve a Third Party Claim (such claim, a “Direct Claim”), the “Indemnifying Party”) for indemnification hereunder, give prompt written notice Indemnified Party shall with reasonable promptness send to the Indemnifying Party a written notice specifying the nature of such Third Party Claim or Direct Claim and the amount or estimated amount thereof, which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damages, liabilities of such Third Party Claim or out-of-pocket expenses Direct Claim (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Partya “Claim Notice”); and. (b) unless in In the Indemnified event of a Third Party Claim, the Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s reasonable judgment a conflict choice at the expense of interest between such the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may exist reasonably designate in connection with respect to such claim, permit such Third Party Claim (in which case the Indemnifying Party to assume control shall not thereafter be responsible for the fees and expenses of the defense of any separate counsel retained by any Indemnified Party except as set forth below); provided, however, that such claim with counsel is reasonably satisfactory acceptable to the Indemnified Party. If Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to retain separate counsel to conduct the defense of such defense is assumedThird Party Claim, and, only in the case of clauses (i) and (iv) below (but not clauses (ii) and (iii) below), the Indemnifying Party shall notbear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the Third Party Claim seeks an injunction or other equitable relief that would be binding on the Indemnified Party, (iii) an adverse determination with respect to the Third Party Claim could reasonably be expected to establish a material adverse precedent as to the limitations on liability set forth in the Completed Engagements or (iv) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. If and to the extent reasonably requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party defends or, if appropriate and related to the Third Party Claim, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (y) by the Indemnified Party without its the prior written consent (such of the Indemnifying Party, which consent shall not be unreasonably withheld)withheld or delayed, be subject to any liability for any settlement made or (z) by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified partyParty, which consent shall not be unreasonably withheld or delayed. In the event that any Indemnified Party or Indemnifying Party settles or compromises or consents to the entry of any Judgment with respect to any Third Party Claim in violation of the preceding sentence, then such violating party shall pay and indemnify fully, hold harmless and defend the other party against any incremental or excess Damages under this Article IX caused by or arising from such settlement, compromise or consent to the entry of any judgment or enter into any settlement which cannot be settled Judgment in all respects by violation of the payment preceding sentence. (c) In the event of money (and such money is so paid by a Direct Claim, the Indemnifying Party pursuant shall notify the Indemnified Party within thirty (30) days following receipt of a Claim Notice whether or not the Indemnifying Party disputes such claim. (d) From and after the delivery of a Claim Notice relating to a Third Party Claim, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the terms of such settlement) or which settlement includes a statement or admission of fault books, records, personnel and culpability on the part properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement does the Third Party Claim relates. All such access shall be granted during normal business hours and shall be granted under conditions that will not include as an unconditional term thereof interfere with the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force business and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person operations of such Indemnified Party. The Indemnifying Party will not, and shall survive require that its representatives do not, use (except in connection with such Third Party Claim) or disclose to any third party other than the transfer of securitiesIndemnifying Party’s representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 9.03(d) that is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 or 4.2 (each, an 1) Promptly after receipt by a party (the “Indemnified Party”) shall: (a) if of notice of the commencement or threatened commencement of any action or proceeding involving a claim is for which such Indemnified Party will seek indemnification pursuant to be made against any person this Section 21, such Indemnified Party shall notify the other party (the “Indemnifying Party”) for indemnification hereunder, give prompt of such claim in writing. No failure to so notify an Indemnifying Party shall relieve it of its obligations under this Agreement except to the extent that it can demonstrate material damages or prejudice attributable to such failure. Within ten (10) days following receipt of written notice from the Indemnified Party relating to any Claim, but not later than fifteen (15) days before the date on which any response to a complaint or summons is due, the Indemnifying Party of shall notify the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced Indemnified Party in writing if the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party elects to assume control of the defense and settlement of such claim with counsel reasonably satisfactory that Claim (a “Notice of Election”). (2) If the Indemnifying Party delivers a Notice of Election relating to any Claim within the Indemnified Party. If such defense is assumedrequired notice period, the Indemnifying Party shall notbe entitled to have sole control over the defense and settlement of such Claim; provided that (A) the Indemnified Party shall be entitled to participate in the defense of such Claim and to employ counsel at its own expense to assist in the handling of such Claim, without its consent and (such consent B) the Indemnifying Party shall not be unreasonably withheld), be subject to any liability for obtain the prior written approval of the Indemnified Party before entering into any settlement made by the Indemnified Party. 4.3.2 If of such control of defense is assumed, the Claim. The Indemnifying Party shall not be subject required to any liability to indemnify the Indemnified Party for any legal amount paid or other expenses subsequently incurred payable by the Indemnified Party in connection with the settlement of any Claim for which the Indemnifying Party has delivered a timely Notice of Election and has commenced and diligently pursued the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect Claim if such amount was agreed to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money Indemnifying Party. (and such money is so paid by 3) If the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof deliver a Notice of Election relating to any Claim within the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of required notice period, the Indemnified Party or any officershall have the right to defend the Claim in such manner as it may deem appropriate, director or controlling person at the cost and expense of such the Indemnifying Party. The Indemnifying Party shall promptly reimburse the Indemnified Party for all such costs and shall survive the transfer of securitiesexpenses including but not limited to all reasonable counsel fees.

Indemnification Process. 4.3.1 Any person entitled to Person making a claim for indemnification pursuant to Sections 4.1 or 4.2 under this Section 7.2 (each, an “Indemnified PartyIndemnitee”) shall: shall notify the indemnifying party (a) if a claim is to be made against any person (the an “Indemnifying PartyIndemnitor”) for indemnification hereunder, give prompt of the claim in writing promptly after receiving written notice to of any action, lawsuit, proceeding, investigation or other claim (a “Proceeding”) against it (if by a third party), describing the Indemnifying Party of claim, the lossesamount thereof (if known and quantifiable) and the basis thereof, claimsprovided, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice so notify an Indemnitor shall not impair any person’s right to indemnification relieve the Indemnitor of its obligations hereunder unless and to the extent the Indemnitor shall be actually prejudiced by such failure has not prejudiced the Indemnifying Party); and (b) unless to so notify. Any Indemnitor shall be entitled to participate in the Indemnified Partydefense of such Proceeding giving rise to an Indemnitee’s reasonable judgment claim for indemnification at such Indemnitor’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a conflict reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided, that prior to the Indemnitor assuming control of interest between such Indemnified Party and Indemnifying Party may exist defense, it shall (x) first demonstrate to the Indemnitee in writing such Indemnitor’s financial ability to provide full indemnification to the Indemnitee with respect to such claimProceeding, permit and (y) agree in writing to be fully responsible for all Losses relating to such Indemnifying Party Proceeding; and provided further, that: (i) the Indenmitee shall be entitled to assume control of participate in the defense of such claim with and to employ counsel reasonably satisfactory of its choice for such purpose; provided, that the fees and expenses of such separate counsel shall be borne by the Indemnitee; (ii) the Indemnitor shall not be entitled to the Indemnified Party. If assume control of such defense is assumedand shall pay the fees and expenses of counsel retained by the Indemnitee if (A) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation (provided that in such event (x) the Indemnifying Party Indemnitee shall not, not enter into any settlement of a claim without its the prior written consent of the Indemnitor (such consent which shall not be unreasonably withheld), (y) the Indemnitor shall be subject entitled to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party participate in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense such claim and to employ counsel of a claim shall not be obligated to pay its choice for such purpose (provided that the fees and expenses of more than one such separate counsel shall be borne by the Indemnitor), and (1z) counsel the Indemnitor shall be entitled to review the files and record relating to such defense upon request of the Indemnitor); (B) the Indemnitee reasonably believes an adverse determination with respect to the Proceeding giving rise to such claim for indemnification would be detrimental to or injure the Indemnitee’s reputation or future business prospects; (C) the claim seeks an injunction or equitable relief against the Indemnitee; (D) a conflict of interest exists between the Indemnitor and the Indemnitee; or (E) the Indemnitor failed or is failing to vigorously prosecute or defend such claim; and (iii) if the Indemnitor shall control the defense of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnitee before entering into any settlement of a Proceeding or ceasing to defend such Proceeding if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does not expressly and unconditionally release the Indenmitee from all parties indemnified by such Indemnifying Party liabilities and obligations with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claimwithout prejudice. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled (1) If any cause of action, claim, or demand shall be brought against any party (the "Claimant") in respect to indemnification which indemnity is being sought from another party (the "Indemnifying Party") pursuant to Sections 4.1 or 4.2 the provisions of this Section 7 (each"Claim"), an “Indemnified Party”) shall: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to Claimant shall promptly notify the Indemnifying Party of the lossesClaim in writing, claimsspecifying the nature of the Claim and the total monetary amount sought, damagesif known, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent other such failure has not prejudiced the Indemnifying Party); andrelief as is sought therein. (b2) unless The Claimant shall have the right, in its sole discretion, to do one or more of the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, following: (i) permit such the Indemnifying Party to assume control of the defense of the Claim; or (ii) defend such claim with Claim itself using counsel reasonably satisfactory to the Indemnified Party. If such defense is assumedof its own choice, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the attorneys fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party costs associated with respect that defense to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to its indemnity and defense obligations as set forth in paragraph 7(b)(1) above. (3) In the terms event the Claimant elects to defend a Claim itself, the Indemnifying Party shall cooperate with the Claimant at the Indemnifying Party's expense and in all reasonable respects in connection with that defense. (4) In the event that the Claimant elects to have the Indemnifying Party assume the defense of a Claim, the Claimant shall (i) have the right to approve the Indemnifying Party's choice of counsel, which approval shall not unreasonably be withheld; (ii) cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in all reasonable respects in connection with that defense; and (iii) have the right to employ separate counsel of its own choosing, at its own expense, to monitor and participate in the defense to the extent that counsel deems appropriate, in which event the Indemnifying Party agrees to cooperate in keeping such settlementcounsel fully informed and involved in the proceedings. Nothing in this paragraph shall in any way limit the Indemnifying Party's obligations of indemnification and defense as set forth in this Section 7. (5) The Indemnifying Party shall reimburse Claimant upon demand for any payments made or which loss suffered by it at any time after the date hereof arising out of or in any way connected with a Claim, regardless of whether that amount is based upon the judgment of any court of competent jurisdiction or is made pursuant to a bona fide compromise or settlement includes of a statement Claim. No final compromise or admission settlement of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving a Claim shall be entered into by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationClaimant without the Indemnifying Party's written consent, which consent shall not be unreasonably withheld. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 (a) Any person entitled to Buyer Indemnified Person (an “Indemnified Person”) seeking indemnification pursuant to Sections 4.1 or 4.2 under this ARTICLE VII shall give each party from whom indemnification is being sought (each, an “Indemnified PartyIndemnifying Person”) shallnotice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any defect in such Notice of Claim will not affect the rights of any Indemnified Persons to obtain indemnification hereunder, except to the extent such failure to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this ARTICLE VII with respect to an event of indemnification described in Section 7.2(a)(i) or Section 7.2(b)(i) unless the Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (ai) if a claim The Indemnified Person may defend any Third Party Claim with counsel of its own choosing that is reasonably satisfactory to be made against any person the Indemnifying Person, at the Indemnifying Person’s cost, and shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The Indemnifying Person shall have thirty (30) days after receipt of such notice to give the Indemnified Person written notice that it will defend the Third Party Claim (the “Indemnifying PartyElection Notice”) and the Indemnifying Person shall have no obligation to the Indemnified Person for indemnification hereunderlegal fees incurred by the Indemnified Person after the date the Election Notice is received by the Indemnified Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, give prompt it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense so long as the Election Notice states that the Indemnifying Person will, and thereby covenants to, indemnify, defend and hold harmless the Indemnified Person from and against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, provided that, the Indemnified Person shall have the right to be represented by its own counsel at its own expense. If the Indemnifying Person fails to undertake the defense of or settle or pay any such Third Party Claim within thirty (30) days after the Indemnified Person has given written notice to the Indemnifying Party Person of the lossesclaim, claimsor if the Indemnifying Person, damagesafter delivering an Election Notice, liabilities fails within thirty (30) days, or out-of-pocket expenses (provided that the failure at any time thereafter, to give prompt notice shall not impair any person’s right to indemnification hereunder defend to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in reasonable satisfaction of the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to Person, settle or pay such claim, permit then the Indemnified Person may take any and all necessary action to dispose of such claim at the Indemnifying Person’s cost. (ii) The Indemnifying Person and the Indemnified Person shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other apprised as to assume control the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (iii) The party controlling the defense of a Third Party Claim may settle such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumedThird Party Claim on any terms that it may deem reasonable, the provided that, an Indemnifying Party Person shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If Person’s prior written consent, settle or compromise such control of defense is assumedproceeding, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal claim or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled todemand, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement that does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party Person of a written release from all liability in respect to of such proceeding, claim or litigationdemand. 4.3.5 The indemnification provided for under (iv) To the extent that the provisions of this Agreement Section 7.4(b) conflict with the provisions of Section 6.1(c), Section 6.1(c) shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securitiescontrol.

Indemnification Process. 4.3.1 (a) Any person entitled to Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification pursuant to Sections 4.1 or 4.2 under this Article VIII shall give each party from whom indemnification is being sought (each, an “Indemnified PartyIndemnifying Person”) shall: notice of any matter (aa “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to be made against the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any person (defect in such Notice of Claim will not affect the “Indemnifying Party”) for rights of any Indemnified Persons to obtain indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder except to the extent such failure has not prejudiced to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this Article VIII with respect to an event of indemnification described in Section 8.2(a)(i) or 8.3(a)(i) unless the Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Party); and (bPerson(s) unless in the Indemnified Party’s reasonable judgment a conflict Notice of interest between such Indemnified Party and Indemnifying Party may exist Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, permit the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (i) If a Third Party Claim is made against an Indemnified Person, then the Indemnifying Party Person shall be entitled to assume control of participate in the defense of such claim with counsel reasonably satisfactory the Third Party Claim and, if the Indemnifying Person so chooses, to assume the defense of the Third Party Claim so long as (A) the Indemnifying Person gives written notice to the Indemnified Party. If such defense is assumedPerson within thirty (30) days that it will indemnify the Indemnified Person from and against the entirety of any and all Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Person, (C) the Indemnified Person has not been advised by counsel that a conflict exists between the Indemnified Person and the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party Person in connection with the defense thereof. 4.3.3 An of the Third Party Claim, (D) the Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement action, and (E) the Indemnifying Party who is not entitled to, or elects not to, assume Person conducts the control of defense of a claim the Third Party Claim actively and diligently. If the Indemnifying Person assumes such defense, then the Indemnified Person shall not be obligated have the right to participate in the defense of the Third Party Claim and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Person, provided, however, that the Indemnifying Person will pay the fees and expenses of more than one separate co-counsel retained by the Indemnified Person that are incurred prior to Indemnifying Person’s assumption of control of the defense of the Third Party Claim. (1ii) counsel for all If the Indemnifying Person chooses to defend any Third Party Claim, then the parties indemnified by such Indemnifying Party with respect to such claim, unless shall cooperate in the reasonable judgment defense of the Third Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Person’s request) provision to the Indemnifying Person of records that are reasonably relevant to the Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any Indemnified material provided. If the Indemnifying Person, within a reasonable time after receipt of a Notice of Claim relating to a Third Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect Claim, chooses not to such claim. 4.3.4 No Indemnifying party shall, without assume the prior written consent defense of the Third Party Claim, fails to respond to the Indemnification Notice or at any time fails to defend the Third Party Claim actively, diligently and in good faith, then the Indemnified party, Person shall (upon further notice to the Indemnifying Person) have the right to undertake the defense of the Third Party Claim and may consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim; provided, however, that the Indemnified Person shall not consent to the entry of any judgment, compromise or settlement without the prior written consent of the Indemnifying person, which canconsent will not be settled unreasonably withheld or delayed. (iii) If the Indemnifying Person chooses to defend any Third Party Claim and the Indemnifying Person conducts the defense of the Third Party Claim actively, diligently and in all respects good faith but any of the other conditions in Section 8.6(b)(i) is or becomes unsatisfied, the Indemnified Person may take over such defense, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, however, that the Indemnifying Person will not be bound by the payment entry of money any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld or delayed). In the event that the Indemnified Person conducts the defense of the Third Party Claim pursuant to this Section 8.6(b)(iii), the Indemnifying Person will (a) advance the Indemnified Person promptly and such money is so paid periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ and experts’ fees and expenses) and (b) remain responsible for any and all other Losses that the Indemnified Person may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Indemnifying Third Party pursuant Claim to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 fullest extent provided in respect to such claim or litigationthis Article VIII. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 or 4.2 (each, an “The Indemnified Party”) shall: (a) if a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to Party shall promptly notify the Indemnifying Party of the lossesassertion or commencement of any claim, claimsdemand, damagesinvestigation, liabilities action, suit or out-of-pocket expenses (other legal proceeding for which indemnity or defence is or may be sought under this Agreement; provided however, that the failure to give prompt this notice requirement shall not impair apply to any person’s right claim, demand, investigation, action, suit or other legal proceeding in which the Parties are adversaries. The failure by the Indemnified Party to indemnification hereunder so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article 21, except to the extent such failure extent, if any, that it has not been prejudiced by the lack of timely and adequate notice. Defence or settlement of any third party claim The Indemnifying Party); and (b) unless in Party shall at the Indemnified Party’s reasonable judgment a conflict request assume the defence or settlement of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such any third party claim with legal counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed; provided however, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, that the Indemnifying Party shall not be subject settle or compromise any third party claim without the Indemnified Party’s prior written consent to any liability to such settlement or compromise. Limitations Notwithstanding the foregoing: a) the Indemnified Party for shall have the right, at its option and expense, to participate fully in the defence or settlement of any legal third party claim; and b) if the Indemnifying Party does not diligently defend or other expenses subsequently incurred by settle any third party claim within a reasonable period of time (in the light of the circumstances) after it is notified of the assertion or commencement thereof, then: c) the Indemnified Party in connection with shall have the defense thereof.right, but not the obligation, to undertake the defence or settlement of such third party claim for the account and at the risk of the Indemnifying Party; and 4.3.3 An d) the Indemnifying Party who is not entitled to, shall be bound by any defence or elects not to, assume settlement that the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Indemnified Party with respect may make as to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such third party claim. 4.3.4 No Indemnifying party shall, without the prior written consent of e) the Indemnified party, consent Party shall be entitled to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by join the Indemnifying Party pursuant in any third party claim to the terms enforce any right of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationindemnity under this Agreement. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of f) the Indemnified Party shall cooperate with the Indemnifying Party in the defence or settlement of any officerThird Party Claim and, director or controlling person at the expense of such the Indemnifying Party, and subject to obligations of confidentiality to other Persons, the Indemnified Party shall furnish any and shall survive all materials in its possession and try to make any and all witnesses under its control available to the transfer Indemnifying Party for any lawful purpose relevant to the defence or settlement of securitiesthe third party claim.

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for indemnification under this Article VIII shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an as the “Indemnified Party”) shall” and the party or parties against whom such claims are asserted under this Article VIII shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Article VIII shall be asserted and resolved as follows: (a) if In the event that (i) any claim, demand or Proceeding is asserted or instituted by any Person other than the parties to this Agreement or their Affiliates which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or Proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”), the “Indemnifying Party”) for indemnification hereunder, give prompt written notice Indemnified Party shall with reasonable promptness send to the Indemnifying Party a written notice specifying the nature of such claim, demand or Proceeding and the amount or estimated amount of such claim, demand or Proceeding (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such claim, liabilities demand or out-of-pocket expenses Proceeding) (provided a “Claim Notice”); provided, however, that a delay in notifying the failure to give prompt notice Indemnifying Party shall not impair any person’s right to indemnification hereunder relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) such failure has not prejudiced shall have caused the Damages for which the Indemnifying Party); andParty is obligated to be greater than such Damages would have been had the Indemnified Party given the Indemnifying Party proper notice. (b) unless In the event of a Third Party Claim, the Indemnifying Party shall control the defense of, and shall be entitled to appoint counsel of the Indemnifying Party’s choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with, such claim, demand or Proceeding (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided, however, that such counsel is reasonably acceptable to the Indemnified Party. Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ separate counsel, and the Indemnifying Party shall bear the reasonable judgment fees, costs and expenses of such separate counsel if (i) the use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the Indemnified Party shall reasonably conclude, based upon advice of counsel, that (A) there is a conflict of interest between such the Indemnifying Party and the Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control in the conduct of the defense of such claim with counsel reasonably satisfactory Third Party Claim or (B) there are specific defenses available to the Indemnified Party. If such defense is assumed, Party which are different from or additional to those available to the Indemnifying Party shall not, without its consent and which could be materially adverse to the Indemnifying Party or (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, iii) the Indemnifying Party shall not be subject have employed counsel to any liability to represent the Indemnified Party for within a reasonable time after notice of the institution of such Third Party Claim; provided, however, that the Indemnifying Party shall continue to control the defense of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any legal claim, demand or other expenses subsequently incurred Proceeding which the Indemnifying Party defends or, if appropriate and related to the claim, demand or Proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (1) by the Indemnified Party in connection with without the defense thereof. 4.3.3 An prior written consent of the Indemnifying Party who is not entitled to, or elects not to, assume (2) to the control of defense of a claim shall extent the Indemnified Party would not be obligated entitled to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party indemnification with respect to such claimThird Party Claim under this Article VIII, unless in by the reasonable judgment of any Indemnified Indemnifying Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent Party. In the event any party settles or compromises or consents to the entry of any judgment Judgment with respect to any Third Party Claim without the prior written consent of the other parties, such party shall be deemed to have waived all rights against the other parties for indemnification under this Article VIII. Notwithstanding anything in this Section 8.3(b) to the contrary, the Indemnified Party shall have the right to employ separate counsel at the Indemnified Party’s expense and to control the defense of any Third Party Claim that relates to pollution or enter into the protection of the environment, including any settlement which cancleanup, removal, treatment or remediation of hazardous substances, or that could reasonably be expected, if adversely decided against the Indemnified Party, to materially adversely affect any of the Indemnified Party’s other business operations. (c) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party within 30 Business Days of receipt of a Claim Notice whether or not the Indemnifying Party disputes such claim. If the Indemnifying Party gives timely notice disputing any claim (a “Counter Notice”), the Indemnifying Party shall promptly pay to Indemnified Party all non-disputed amounts and the parties shall attempt in good faith to agree on resolution of the disputed amount. Any amount mutually agreed upon or awarded to the Indemnified Party under a final and non-appealable Judgment shall be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant within five Business Days following execution of such agreement or the entering of such Judgment, as applicable, subject to the terms limitations set forth in Section 8.4. If no Counter Notice is received by the Indemnified Party within the 30 Business Days, then the dollar amount of the Claim as set forth in the original notice shall be deemed established for purposes of this Agreement and, at the end of such settlement30-Business Day period, the Indemnifying Party shall make a payment to the Indemnified Party in the dollar amount claimed in the Indemnified Party’s notice, subject to the limitations set forth in Section 8.4. (d) or which settlement includes From and after the delivery of a statement or admission Claim Notice under this Agreement, at the reasonable request of fault the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and culpability on its representatives all reasonable access to the part books, records and properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement does the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions that will not include as an unconditional term thereof unreasonably interfere with the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force business and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person operations of such Indemnified Party. The Indemnifying Party shall not, and shall survive require that its representatives do not, use (except in connection with such Claim Notice) or disclose to any third Person other than the transfer of securitiesIndemnifying Party’s representatives (except as may be required by applicable Law or in connection with a Claim, in which case the Indemnifying Party will use its commercially reasonable efforts to obtain an appropriate protective order) any information obtained pursuant to this Section 8.3(d) which is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 6.3.1 Any person entitled to indemnification pursuant to Sections 4.1 6.1 or 4.2 6.2 (each, an “Indemnified Party”) shall:: 6. (a) 3.1.1 if a claim is to be made against any person Person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any personPerson’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); andand 6. (b) 3.1.2 unless in the Indemnified Party’s reasonable judgment judgment, a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 6.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 6.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 6.3.4 No Indemnifying party Party shall, without the prior written consent of the Indemnified partyParty (which shall not be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment or enter into any settlement or compromise which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlementthereof) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. No Indemnified Party shall, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment or enter into any settlement or compromise of any claim, dispute losses, damages, liabilities or other matter for which it, or any other Indemnified Party, could seek indemnification hereunder. 4.3.5 6.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.. ARTICLE

Indemnification Process. 4.3.1 Any person In the case of any claim asserted by a third party against a party entitled to indemnification pursuant to Sections 4.1 or 4.2 under this Agreement (each, an the “Indemnified Party”) shall: (a) if a claim is ), notice shall be given by the Indemnified Party to be made against any person the party required to provide indemnification (the “Indemnifying Party”) for indemnification hereunderpromptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, give prompt written notice to and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the losses, claims, damages, liabilities defense of any claim or out-of-pocket expenses (any litigation resulting therefrom; provided that (a) the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced counsel for the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of who shall conduct the defense of such claim with counsel or litigation shall be reasonably satisfactory to the Indemnified Party. If , (b) the Indemnified Party may participate in such defense is assumedat such Indemnified Party’s expense, and (c) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall not, without of its consent (indemnification obligation under this Agreement except to the extent that such consent shall not be unreasonably withheld), be subject omission results in a failure of actual notice to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party is materially damaged as a conflict of interest may exist between such Indemnified Party and any other result of such Indemnified Parties failure to give notice. Except with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified partyParty, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by that provides for injunctive or other non-monetary relief affecting the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of . In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any officerproposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of COBRA to conduct its business, director or controlling person that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right 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 the Indemnifying Party; 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 written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall survive be entitled to settle or agree to pay in full such claim or demand with the transfer written consent of securitiesthe Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each shall be available to the other with respect to such defense.

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 or 4.2 (each, an “Indemnified Party”) shall: (a) if As promptly as is reasonably practicable after becoming aware of a claim is for indemnification under this Agreement that does not involve a third party claim, Full Art shall give notice to be made against any person the Shareholders of such claim or the Shareholders shall provide notice to Full Art or CAE (the “Indemnifying PartyClaim Notice”) for indemnification hereunder), give prompt written notice to as the Indemnifying Party of the lossescase may be, claimswhich Claim Notice shall, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced information is reasonably available, specify the Indemnifying Party); andfacts alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount sought hereunder from the indemnifying persons. It is the intent of the parties that amounts paid under this Article Nine shall represent an adjustment to the Aggregate Purchase Price and the parties will report such payments consistent with such intent. (b) unless The party seeking indemnification shall give notice as promptly as is reasonably practicable, but in any event no later than fifteen (15) business days after receiving notice thereof, to the Indemnified Party’s Shareholders, Full Art or CAE, as the case may be, of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto in respect of which indemnity may be sought under this Agreement (which notice shall, to the extent such information is reasonably available, specify in reasonable judgment a conflict detail the nature and amount of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim). After such notice, permit such Indemnifying Party the indemnifying party shall have the right to assume control of the defense; provided, however, that such indemnified party shall have the right to participate at its own expense in the defense of such claim with counsel reasonably satisfactory to action; and provided, further, that the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent indemnifying party shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement settlement, except with the written consent of such indemnified party (which canconsent shall not be settled in all respects by the payment of money unreasonably withheld), that (and such money is so paid by the Indemnifying Party pursuant a) fails to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect of any such action or (b) grants the claimant or plaintiff any injunctive relief against the indemnified party. Any failure to give prompt notice under this Section 9.04(b) shall not bar an indemnified party’s right to claim indemnification under this Article Nine, except to the extent that an indemnifying party shall have been harmed by such failure. (c) Within ten (10) business days or the receipt of a Claim Notice, the Shareholders, Full Art or CAE, as the case may be, shall deliver to the Escrow Agent and Full Art, CAE or the Shareholders, as the case may be, a notice (“Objection Notice”) stating they intend to contest the claim (a “Contest”) or to accept liability thereunder. (i) If the Shareholders, Full Art or CAE, as the case may be, do not give an Objection Notice within that ten (10) business day period, the Shareholders, Full Art or CAE, as the case may be, will be deemed to accept liability as it relates to such claim or litigationclaim. To the extent the Shareholders are deemed liable for any Losses hereunder, such liability shall be satisfied pursuant to Section 9.05. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by (ii) If Full Art or on behalf CAE gives a timely Objection Notice, then within thirty (30) business days of the Indemnified Party receipt thereof, the Shareholders and Full Art or CAE, as the case may be, shall select an independent arbitrator (the “Independent Arbitrator”). The Independent Arbitrator shall be selected by the mutual agreement of the Shareholders and Full Art or CAE, as the case may be. If the parties cannot agree on the identity of an Independent Arbitrator within ten (10) business days of the date of an Objection Notice, then the Independent Arbitrator will be determined by an arbitrator selected by the Shareholders and an arbitrator selected by Full Art or CAE, as the case may be. The decision of the Independent Arbitrator shall be borne as directed by him. The Shareholders and Full Art or CAE, as the case may be, shall be entitled to make such representation and provide such information and reports to the Independent Arbitrator within twenty (20) business days of the date of agreement or, if later, determination of the identity of the Independent Arbitrator. The Shareholders and Full Art or CAE, as the case may be, shall use their respective commercially reasonable efforts to procure that the Independent Arbitrator issues his/her ruling within thirty (30) business days after the matter is submitted to him/her for consideration. (iii) If the Shareholders give a timely Objection Notice, the Escrow Agent shall not take any officer, director or controlling person of such Indemnified Party and shall survive further action with respect to the transfer of securitiesclaim being Contested except as further provided in the Escrow Agreement.

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for ----------------------- indemnification under this Article X shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an “as the "Indemnified Party”) shall" and the party or parties ----------------- against whom such claims are asserted under this Article X shall be, for the purposes of this Agreement, referred to as the "Indemnifying Party". All claims ------------------ by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) if In the event that (i) any claim, demand or Proceeding is asserted or instituted by any Person other than the parties to this Agreement or their Affiliates which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or Proceeding, a "Third Party ----------- Claim") or (ii) any Indemnified Party under this Agreement shall have ----- a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a "Direct Claim"), the “Indemnifying Party”) for indemnification hereunder, give prompt written notice Indemnified Party shall with reasonable ------------- promptness send to the Indemnifying Party a written notice specifying the nature of such claim, demand or Proceeding and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such claim, liabilities demand or out-of-pocket expenses Proceeding) (a "Claim Notice"), provided that a delay in notifying the failure to give prompt notice ------------ Indemnifying Party shall not impair any person’s right to indemnification hereunder relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) such failure has not prejudiced shall have caused the Damages for which Indemnifying Party is obligated to be greater than such Damages would have been had the Indemnified Party given the Indemnifying Party); andParty proper notice. (b) unless in In the Indemnified event of a Third Party Claim, the Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s reasonable judgment a conflict 's choice at the expense of interest between such the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may exist reasonably designate in connection with respect to such claim, permit such demand or Proceeding (in which case the Indemnifying Party to assume control shall not thereafter be responsible for the fees and expenses of the defense of any separate counsel retained by any Indemnified Party except as set forth below); provided that such claim with -------- counsel is reasonably satisfactory acceptable to the Indemnified Party. If such defense is assumedNotwithstanding an Indemnifying Party's election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ separate counsel, and the Indemnifying Party shall notbear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest or (ii) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim, demand or Proceeding which the Indemnifying Party defends, or, if appropriate and related to the claim, demand or Proceeding in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any person. No Third Party Claim may be settled or compromised (i) by the Indemnified Party without its the prior written consent (such of the Indemnifying Party, which consent shall not be unreasonably withheld), be subject to any liability for any settlement made withheld or delayed or (ii) by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified partyParty, which consent shall not be unreasonably withheld or delayed. In the event any Indemnified Party settles or compromises or consents to the entry of any judgment or enter into Judgment with respect to any settlement which cannot Third Party Claim without the prior written consent of the Indemnifying Party, each Indemnified Party shall be settled in deemed to have waived all respects by the payment of money (and such money is so paid by rights against the Indemnifying Party pursuant for indemnification under this Article X. (c) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party within 30 Business Days of receipt of a Claim Notice whether or not the Indemnifying Party disputes such claim. (d) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the terms of such settlement) or which settlement includes a statement or admission of fault books, records and culpability on the part properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement does the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions which will not include as an unconditional term thereof unreasonably interfere with the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force business and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person operations of such Indemnified Party. The Indemnifying Party will not, and shall survive require that its representatives do not, use (except in connection with such Claim Notice) or disclose to any third person other than the transfer of securitiesIndemnifying Party's representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 10.03(d) which is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 Any person (i) In the event that a party entitled to indemnification hereunder shall sustain or incur any Damages in respect of which indemnification may be sought by such party pursuant to Sections 4.1 or 4.2 (eachthis Section 5, an “Indemnified Party”) shall: (a) if a claim is to be made against any person the party seeking such indemnification (the “Indemnifying PartyIndemnitee”) shall assert a claim for indemnification hereunder, give (“Indemnification Claim”) by giving prompt written notice thereof (the “Notice”) to the Indemnifying Party party providing indemnification (the “Indemnitor”) and shall thereafter keep the Indemnitor reasonably informed with respect thereto; provided, that, failure of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure Indemnitee to give the Indemnitor prompt notice as provided herein shall not impair relieve the Indemnitor of any person’s right to indemnification of its obligations hereunder except and to the extent that the Indemnitor is prejudiced as a result of such failure has not prejudiced failure. The Notice shall set forth with reasonable particularity the Indemnifying Party); basis for the Indemnification Claim and , if estimable, the Indemnitee’s good faith estimate of damages resulting from such Indemnification Claim. Any dispute relating to an Indemnification Claim shall be resolved by (bi) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control mutual agreement of the defense of such claim with counsel reasonably satisfactory Indemnitor and the Indemnitee, (ii) binding arbitration, if arbitration is agreed to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made in writing by the Indemnified Party. 4.3.2 If such control of defense is assumedIndemnitor and the Indemnitee or (iii) a final order, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal decree or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense judgment of a claim shall not be obligated to pay court of competent jurisdiction (the fees time for appeal having expired and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest no appeal having been perfected). An Indemnitor may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shallnot, without the prior written consent of the Indemnified partyIndemnitee, settle or compromise any claim or consent to the entry of any judgment or enter into any settlement with respect to which cannot be settled in all respects by the payment of money indemnification is being sought hereunder unless (and such money is so paid by the Indemnifying Party pursuant to the terms of A) such settlement) , compromise or which settlement consent includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Party of a release Indemnitee and its officers, directors, employees and Affiliates from all liability in respect to arising out of such claim claim, (B) does not contain any admission or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of statement suggesting any investigation made by wrongdoing or liability on behalf of the Indemnified Party Indemnitee and (C) does not contain any requirement that the Indemnitee or any officerof the Indemitee’s Affiliates make any payments or any equitable order, director judgment or controlling person term that in any manner affects, restrains or interferes with the business of the Indemnitee or any of the Indemnitee’s Affiliates. (ii) In case any third party claim, action or proceeding (a “Third Party Claim”) is brought against any Indemnitee, the Indemnitor shall be entitled to assume the defense thereof, by written notice to the Indemnitee of its intention to do so within thirty (30) days after receipt of the Notice, with counsel reasonably satisfactory to the Indemnitee, at the Indemnitor’s own expense. Notwithstanding the assumption by the Indemnitor of the defense of any Third Party Claim as provided in this Section 5(c)(ii), the Indemnitee shall be permitted to join in the defense of such Indemnified Party Claim and shall survive the transfer of securitiesto employ counsel at its own expense.

Indemnification Process. 4.3.1 6.3.1 Any person entitled to indemnification pursuant to Sections 4.1 6.1 or 4.2 6.2 (each, an “Indemnified Party”) shall: (a) 6.3.1.1 if a claim is to be made against any person Person (the “Indemnifying Party”) for indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any personPerson’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) 6.3.1.2 unless in the Indemnified Party’s reasonable judgment judgment, a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 6.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 6.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 6.3.4 No Indemnifying party Party shall, without the prior written consent of the Indemnified partyParty (which shall not be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment or enter into any settlement or compromise which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlementthereof) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. No Indemnified Party shall, without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, delayed or conditioned), consent to the entry of any judgment or enter into any settlement or compromise of any claim, dispute losses, damages, liabilities or other matter for which it, or any other Indemnified Party, could seek indemnification hereunder. 4.3.5 6.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled (a) The Party making a claim or Action for indemnification under this Agreement shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an as the “Indemnified Party”) shall: (a) if a ” and the Party against whom such claim or Action is asserted under this Agreement shall be, for the purposes of this Agreement, referred to be made against any person (as the “Indemnifying Party.”) for indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) Any Indemnified Party seeking indemnification under this Article VIII shall give the Indemnifying Party notice of any matter which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises and setting forth in reasonable detail the factual basis of such claim or Action (a notice complying with all of the foregoing requirements, a “Notice of Claim”) as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim will not affect the rights of Indemnified Party to obtain indemnification hereunder except (i) to the extent the Indemnifying Party is materially prejudiced thereby; or (ii) such Notice of Claim is not given prior to the applicable Survival Date. Notwithstanding the foregoing or any other provision of this Agreement, no claim or Action shall be brought under this Agreement (other than under Article IX), unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and has, prior to the applicable Survival Date, given the Indemnifying Party may exist a Notice of Claim with respect to such claimclaim or Action, permit in which case such claim or Action (to the extent so disclosed in such Notice of Claim) shall survive until such claim or Action has been finally resolved. (c) Claims or Actions for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (i) The Indemnifying Party shall have the right to assume control of the defense of such claim with counsel reasonably satisfactory to and defend the Indemnified Party against such Third Party Claim and be entitled to appoint counsel of the Indemnifying Party. If such defense is assumed, ’s choice at the expense of the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by represent the Indemnified Party. 4.3.2 If Party in connection with any such control of defense is assumed, Third Party Claim (in which case the Indemnifying Party shall not be subject responsible for the fees and expenses of any separate counsel retained by any Indemnified Party or any other costs or expenses with respect to any liability the defense of a Third Party Claim except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party. Notwithstanding an Indemnifying Party’s election to assume control of and elect to defend such Third Party for any legal or other expenses subsequently incurred by Claim and appoint counsel to represent the Indemnified Parties in connection with a Third Party Claim, an Indemnified Party shall have the right to employ separate counsel, but the Indemnified Party in connection with shall bear the defense thereof. 4.3.3 An fees, costs and expenses of such separate counsel. In the event that the Indemnifying Party who is does not entitled to, or elects not to, elect to assume the control of defense and defend such Third Party Claim within 45 days of a claim the date of receipt by the Indemnifying Party of the Notice of Claim, the Indemnified Parties together shall not have the right to employ their own counsel to have control of and defend such Third Party Claim and the Indemnifying Party shall pay the reasonable fees and expenses of such counsel provided however that nothing in this Section 8.3(c)(i) shall require the Indemnifying Party to be obligated to pay responsible for the fees and expenses of more than one counsel for the Indemnified Parties at any time in connection with the defense against a Third Party Claim for all Indemnified Parties. The Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in defending and contesting any Third Party Claim which the Indemnifying Party defends, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any person. (ii) No Third Party Claim may be settled or compromised (1) counsel for all parties indemnified by such the Indemnified Party without the prior written consent of the Indemnifying Party, or (2) by the Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified partyParty (which consent shall not be unreasonably withheld or delayed), consent unless, in the case of this clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (if such claim or Action by the Indemnified Party for indemnification is successful), and includes no admission of fault on the part of any Indemnified Party. In the event any Indemnified Party settles or compromises or consents to the entry of any judgment or enter into with respect to any settlement which cannot Third Party Claim without the prior written consent of the Indemnifying, each Indemnified Party shall be settled in deemed to have waived all respects by the payment of money (and such money is so paid by rights against the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 for indemnification under this Article VIII with respect to such claim or litigationThird Party Claim. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to A party seeking indemnification pursuant to Sections 4.1 31(a) or 4.2 (each, b) above (an “Indemnified Party”) shall: (a) if a claim shall give prompt notice to the party from whom such indemnification is to be made against any person sought (the “Indemnifying Party”) for indemnification hereunderof the assertion of any Claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give prompt written the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but no failure to give such notice to shall relieve the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses any liability hereunder (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder except to the extent such failure has not prejudiced the Indemnifying PartyParty has suffered actual prejudice thereby); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and . The Indemnifying Party may exist with respect to such claimmay, permit such Indemnifying Party to at its expense, participate in or assume control of the defense of any such claim action, suit or proceeding involving a third party; provided, however, that such defense is conducted with counsel reasonably satisfactory to the Indemnified Party and the Indemnifying Party. If such defense is assumed, The Indemnified Party and the Indemnifying Party shall notconsult with each other regarding the conduct of such defense provided that the Indemnifying Party may control such defense. The Indemnified Party shall have the right (but not the duty) to participate in the defense thereof, without and to employ counsel, at its consent own expense (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, except that the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) such counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any extent the Indemnified Party reasonably concludes that there is a conflict of interest may exist between such the Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No the Indemnifying party shall, without the prior written consent of the Indemnified party, consent Party which is material to the entry of any judgment or enter into any settlement which cannot be settled in all respects by Claim unrelated to the payment of money (and such money is so paid indemnification obligation contained herein), separate from counsel employed by the Indemnifying Party pursuant to in any such action. The Indemnifying Party shall be liable for the terms fees and expenses of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving counsel employed by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Indemnifying Party chooses to defend or prosecute any officerclaim involving a third party, director all the parties hereto shall cooperate in the defense or controlling person of such Indemnified Party prosecution thereof and shall survive the transfer furnish such records, information and testimony, and attend at such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. Neither party shall be liable under Sections 31(a) or 31(b) for any settlement effected without its consent (as contemplated above) in any claim, litigation or proceeding in respect of securitieswhich indemnity may be sought hereunder (such consent not to be unreasonably withheld, delayed or conditioned).

Indemnification Process. 4.3.1 (a) Any person entitled to Buyer Indemnified Person or Seller Indemnified Person (an “Indemnified Person”) seeking indemnification pursuant to Sections 4.1 or 4.2 under this Article IX shall give each party from whom indemnification is being sought (each, an “Indemnified PartyIndemnifying Person”) shall: notice of any matter (aa “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known (a “Loss Estimate”), describing the breach or inaccuracy and other material facts and circumstances upon which such claim is based and containing a reference to be made against the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim or any person (defect in such Notice of Claim will not affect the “Indemnifying Party”) for rights of any Indemnified Persons to obtain indemnification hereunder, give prompt written notice to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder except to the extent such failure has not prejudiced to include information actually and materially prejudices such Indemnifying Person. Notwithstanding the foregoing, no claim shall be brought under this Article VII with respect to an event of indemnification described in Section 7.2(a)(i) or 7.3(a)(i) unless the Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Party); and (bPerson(s) unless in the Indemnified Party’s reasonable judgment a conflict Notice of interest between such Indemnified Party and Indemnifying Party may exist Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, permit the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Except as provided below, the Indemnifying Party Person may elect to assume control of the defense of such claim any Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) with counsel reasonably satisfactory to the Indemnified PartyPerson by (i) giving notice to the Indemnified Person of its election to assume the defense of the Third Party Claim and (ii) giving the Indemnified Person evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third Party Claim and fulfill its obligations under this Article VII, in each case no later than ten (10) days after the Indemnified Person gives notice of the assertion of a Third Party Claim. If the Indemnifying Person elects to assume the defense of a Third Party Claim: (i) it shall diligently conduct the defense and shall not be liable to the Indemnified Person for any Indemnified Person’s fees or expenses subsequently incurred in connection with the defense of the Third Party Claim other than reasonable costs of investigation; (ii) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any Loss arising from or in connection with the Third Party Claim (subject to the provisions of this Article VII); (iii) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Person without the Indemnified Person’s consent unless (A) there is no finding or admission of any violation by the Indemnified Person of any Law or any rights of any Person, (B) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the third party bringing the Third Party Claim, and (C) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person; and (iv) the Indemnifying Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent. (c) If the Indemnifying Person does not assume the defense is assumedof a Third Party Claim in the manner and within the period provided above, the Indemnified Person may conduct the defense of the Third Party Claim at the expense of the Indemnifying Person. The Indemnifying Person will be bound by any determination resulting from such Third Party shall notClaim or, without its upon the consent (such of the Indemnifying Person, which consent shall not be unreasonably withheld), be subject to conditioned or delayed, any liability for any compromise or settlement made effected by the Indemnified PartyPerson. 4.3.2 If (d) With respect to any Third Party Claim subject to this Article VII: (i) any Indemnified Person and any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such control Third Party Claim and any related Action at all stages thereof where such Person is not represented by its own counsel; and (ii) both the Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense is assumedof any Third Party Claim. (e) With respect to any Third Party Claim subject to this Article VII, the Indemnifying Party parties shall not be subject cooperate in a manner to any liability preserve in full (to the Indemnified Party for any legal or other expenses subsequently incurred by extent possible) the Indemnified Party in connection confidentiality of all confidential information and the attorney-client and work-product privileges, including making reasonable best efforts to comply with the defense thereof.provisions of Section 9.13. In connection therewith, each party agrees that: 4.3.3 An Indemnifying (i) it will use its best efforts, in respect of any Third Party who is not entitled toClaim in which it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with applicable Law and rules of procedure); and (ii) all communications between any party and counsel responsible for or elects not to, assume participating in the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying any Third Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party Claim shall, without the prior written consent of the Indemnified party, consent to the entry of extent possible, be made so as to preserve any judgment applicable attorney-client or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationwork-product privilege. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to indemnification pursuant to Sections 4.1 or 4.2 (each, an “Indemnified Party”) shall: (a) if In order to seek indemnification under this Article VI other than in connection with a claim is to be made against any person (the “Indemnifying Party”) for indemnification hereunderThird Party Action, give prompt written notice an Indemnified Party shall deliver a Claim Notice to the Indemnifying Party, and if the Indemnified Party is the Buyer, the Indemnified Party shall also deliver a copy of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder Claim Notice to the extent such failure has not prejudiced the Indemnifying Party); andEscrow Agent. (b) unless in the Indemnified Party’s reasonable judgment Within 20 days after delivery of a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumedClaim Notice, the Indemnifying Party shall notdeliver to the Indemnified Party a Response, without its consent in which the Indemnifying Party shall, in respect of each claim set forth in the Claim Notice: (such consent i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case the Indemnifying Party and the Indemnified Party shall not be unreasonably withheld)deliver to the Escrow Agent, be subject within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to any liability for any settlement made by transfer an amount of the Escrow Fund equal to the Claimed Amount to the Indemnified Party), (ii) agree that the Indemnified Party is entitled to receive the Agreed Amount (in which case the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, within three days following the delivery of the Response, a written notice executed by both parties instructing the Escrow Agent to transfer an amount of the Escrow Fund equal to the Agreed Amount to the Indemnified Party) or (iii) dispute that the Indemnified Party is entitled to receive any of the Claimed Amount. 4.3.2 If such control (c) During the 30-day period following the delivery of defense is assumeda Response that reflects a Dispute, the Indemnifying Party shall not be subject to any liability to and the Indemnified Party for shall use good faith efforts to resolve the Dispute. If the Dispute is not resolved within such 30-day period, the Indemnifying Party and the Indemnified Party shall discuss in good faith the submission of the Dispute to binding arbitration, and if the Indemnifying Party and the Indemnified Party agree in writing to submit the Dispute to such arbitration, then the provisions of Section 6.4(d) shall become effective with respect to such Dispute. The provisions of this Section 6.4(c) shall not obligate the Indemnifying Party and the Indemnified Party to submit to arbitration or any legal other alternative dispute resolution procedure with respect to any Dispute, and in the absence of an agreement by the Indemnifying Party and the Indemnified Party to arbitrate a Dispute, such Dispute shall be resolved, in accordance with Section 9.11, in a state or federal court sitting in Boston, Massachusetts. If the Indemnified Party is the Buyer, the Indemnifying Party and the Indemnified Party shall deliver to the Escrow Agent, promptly following the resolution of the Dispute (whether by mutual agreement, arbitration, judicial decision or otherwise), a written notice executed by both parties instructing the Escrow Agent as to what (if any) portion of the Escrow Fund shall be transferred to the Buyer and/or the Indemnifying Members (which notice shall be consistent with the terms of the resolution of the Dispute). (d) If, as set forth in Section 6.4(c), the Indemnified Party and the Indemnifying Party agree to submit any Dispute to binding arbitration, the arbitration shall be conducted by a single arbitrator (the "Arbitrator") in accordance with the Commercial Rules in effect from time to time and the following provisions: (i) In the event of any conflict between the Commercial Rules in effect from time to time and the provisions of this Agreement, the provisions of this Agreement shall prevail and be controlling. (ii) The parties shall commence the arbitration by jointly filing a written submission with the Boston, Massachusetts office of the AAA in accordance with Commercial Rule 5 (or any successor provision). (iii) No depositions or other discovery shall be conducted in connection with the arbitration. (iv) Not later than 30 days after the conclusion of the arbitration hearing, the Arbitrator shall prepare and distribute to the parties a writing setting forth the arbitral award and the Arbitrator's reasons therefor. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties, and judgment thereon may be entered and enforced in any court of competent jurisdiction (subject to Section 9.11), provided that the Arbitrator shall have no power or authority to grant injunctive relief, specific performance or other equitable relief. (v) The Arbitrator shall have no power or authority, under the Commercial Rules or otherwise, to (x) modify or disregard any provision of this Agreement, including the provisions of this Section 6.4(d), or (y) address or resolve any issue not submitted by the parties. (vi) In connection with any arbitration proceeding pursuant to this Agreement, each party shall bear its own costs and expenses, except that the fees and costs of the AAA and the Arbitrator, the costs and expenses subsequently incurred of obtaining the facility where the arbitration hearing is held, and such other costs and expenses as the Arbitrator may determine to be directly related to the conduct of the arbitration and appropriately borne jointly by the parties (which shall not include any party's attorneys' fees or costs, witness fees (if any), costs of investigation and similar expenses) shall be shared equally by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationParty. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled to party seeking indemnification pursuant to Sections 4.1 or 4.2 under this Article IX (each, an “Indemnified Party”) shallshall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given rise to or could give rise to a right of indemnification under this Agreement, stating the amount of the loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of an Indemnifying Party under this Article IX with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article IX (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: (a) if a claim is to be made against If any person (Indemnified Party shall receive notice of any Third Party Claim, the “Indemnifying Party”) for indemnification hereunder, Indemnified Party shall give prompt written notice to the Indemnifying Party notice of such Third Party Claim within thirty (30) days of the lossesreceipt by the Indemnified Party of such notice; provided, claimshowever, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt provide such notice shall not impair release the Indemnifying Party from any person’s right to indemnification hereunder of its obligations under this Article IX except to the extent such failure has not prejudiced the Indemnifying Party); andParty is materially prejudiced by such failure. (b) unless If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any losses that may result from such Third Party Claim, then the 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 if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, further however, that if it would be detrimental to the defense 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 one counsel, with payment of such counsel to be indemnifiable if the Indemnifying Party is ultimately determined to be liable. (c) In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If Similarly, in the event the Indemnifying Party declines to take such defense is assumedand the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall notcooperate with the Indemnified Party in such defense and make available to the Indemnified Party, without its consent (at the Indemnifying Party’s expense, all such consent shall not be unreasonably withheld)witnesses, be subject to any liability for any settlement made 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. 4.3.2 (d) If such control of defense is assumed, the Indemnifying Party shall not be subject have failed to assume the defense of any liability to claim in accordance with the provisions of this article, then the Indemnified Party for any legal or other expenses subsequently incurred by shall have the absolute right to control the defense of such claim and, if and when it is finally determined that the Indemnified Party in connection with is entitled to indemnification from the defense thereof. 4.3.3 An Indemnifying Party who is not entitled tohereunder, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) the Indemnified Party’s counsel for all parties indemnified shall be borne by such the Indemnifying Party with respect and paid by the Indemnifying Party to such claim, unless in the reasonable judgment of any Indemnified Party a conflict within five (5) business days of interest may exist between such Indemnified Party and any other the rendering of such Indemnified Parties with respect final determination, but the Indemnifying Party shall be entitled, at its own expense, to participate in (but not control) such claimdefense. 4.3.4 No (e) So long as the Indemnifying party shall, without Party has assumed and is conducting the prior written consent defense of the Indemnified partyThird Party Claim in accordance with Section 9.4(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement which canwith respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be settled in withheld unreasonably provided that the Indemnified Party is completely released from all respects by claims) unless the judgment or proposed settlement involves only the payment of money (and such money is so paid damages by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as impose an unconditional term thereof injunction or other equitable relief upon the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force Party, and effect regardless of any investigation made by or on behalf of (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any officer, director or controlling person settlement with respect to the Third Party Claim without the prior written consent of such Indemnified the Indemnifying Party and shall survive the transfer of securities(not to be withheld unreasonably).

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for indemnification under this Article VIII shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an as the “Indemnified Party” and the party or parties against whom such Claims are asserted under this Article VIII shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party”) shall. Except as otherwise set forth in Section 8.03(e), all Claims by any Indemnified Party under this Article VIII shall be asserted and resolved as follows: (a) if In the event that (i) any Proceeding is asserted or instituted by any Person other than the parties to this Agreement or their Affiliates which would reasonably be expected to give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such Proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim” and, together with Third Party Claims, “Claims”), the “Indemnifying Party”Indemnified Party shall promptly, and in any event no more than fifteen (15) for indemnification hereunderdays following receipt of notice of such Proceeding, give prompt written notice send to the Indemnifying Party a written notice specifying the nature of such Proceeding and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such Proceeding) (a “Claim Notice”), liabilities or out-of-pocket expenses (provided provided, that a delay in notifying the failure to give prompt notice Indemnifying Party shall not impair any person’s right to indemnification hereunder relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) such failure has not prejudiced shall have caused the Damages for which the Indemnifying Party); andParty is obligated to be greater than such Damages would have been had the Indemnified Party given the Indemnifying Party proper notice. (b) unless In the event of a Third Party Claim, the Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s choice at the expense of the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Proceeding (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided, that such counsel is reasonably acceptable to the Indemnified Party. Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of joint counsel for the Indemnifying Party and the Indemnified Party would be inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with advice of counsel) or (ii) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate reasonably with the Indemnifying Party and its counsel in contesting any Proceeding which the Indemnifying Party defends, or, if appropriate and related to the Proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. If the Indemnifying Party assumes the defense of a Proceeding: (i) it will be conclusively established for purposes of this Agreement that the Claims made in that Proceeding are within the scope of and subject to indemnification; and (ii) no compromise or settlement of such Claims may be effected by the Indemnifying Party without the Indemnified Party’s consent (which consent may be withheld in the Indemnified Party’s sole and absolute discretion following a reasonable judgment a conflict of interest between such determination by the Indemnified Party and that the conditions specified in (A) or (B) have been satisfied) if (A) there is a finding or admission of any violation of Law which results, or would reasonably be expected to result, in a material change in the operation of the Business in any jurisdiction in which the Acquired Company or any Subsidiary conducts material business or results, or would reasonably be expected to result, in the inability or material limitation on such Person’s ability to participate in governmental reimbursement programs or (B) such compromise or settlement provides for a material change in the operation of the Business in any jurisdiction in which the Acquired Company or any Subsidiary conducts material business. If notice is given to an Indemnifying Party may exist with respect to such claim, permit such of the commencement of any Proceeding and the Indemnifying Party does not, within thirty days after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumedProceeding, the Indemnifying Party shall not, without its consent (will be bound by any determination made in such consent shall not be unreasonably withheld), be subject to Proceeding or any liability for any compromise or settlement made effected by the Indemnified Party. 4.3.2 If such control (c) In the event of defense is assumeda Direct Claim, the Indemnifying Party shall not be subject to any liability to notify the Indemnified Party for any legal within 30 Business Days of receipt of a Claim Notice whether or other expenses subsequently incurred by not the Indemnifying Party disputes such claim. (d) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of such Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions which will not unreasonably interfere with the business and operations of such Indemnified Party. The Indemnifying Party will not, and shall require that its representatives do not, use (except in connection with such Claim Notice) or disclose to any third person other than the defense thereofIndemnifying Party’s representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 8.04(d) which is designated as confidential by an Indemnified Party. 4.3.3 An Indemnifying Party who is not entitled to(e) Notwithstanding anything to the contrary contained in this Agreement, or elects not to, assume in the control of defense event of a claim Third Party Claim relating to the Special Indemnity Matters, the members on the Special Committee, acting unanimously (after consideration of the recommendations made by Parent and Purchaser), shall not appoint counsel to represent Seller, Parent and Purchaser in connection with such Third Party Claim and the costs of such counsel shall be obligated shared equally between Seller and Parent, on the one hand, and Purchaser, on the other hand. Notwithstanding the Special Committee’s right to pay appoint counsel to represent Seller, Parent and Purchaser in connection with such Third Party Claim, each of Seller and Parent, on the fees one hand, and expenses Purchaser, on the other hand, shall have the right to employ one separate counsel, if the use of more than one (1) joint counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless Seller and Parent and Purchaser would be inappropriate in the reasonable judgment of any Indemnified Party a conflict Seller and Parent or Purchaser, as applicable (upon and in conformity with advice of interest may exist between counsel); provided, that if Seller and Parent or Purchaser, as applicable, exercises such Indemnified Party right, such party shall bear the reasonable fees, costs and any other expenses of such Indemnified Parties separate counsel. Notwithstanding anything to the contrary contained in this Agreement, any compromise or settlement of any Claims related to the Special Indemnity Matters (A) involving Damages in the Primary Layer may be effected with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of a majority of the Indemnified partymembers of the Special Committee; and (B) involving Damages in or in excess of the Secondary Layer may be effected by Seller and/or Parent, consent in their sole discretion, after consultation with Purchaser. Notwithstanding the foregoing, any compromise or settlement of any Claims related to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money Special Indemnity Matters that (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlementA) or which settlement includes involves a statement finding or admission of fault and culpability any violation of Law which results in a material change in the operation of the Business in the jurisdiction in which the Proceeding relates or results in the inability or material limitation on the part Purchaser’s, Acquired Company’s or any Subsidiary’s ability to participate in governmental reimbursement programs or (B) provides for a material change in the operation of such Indemnified Party or the Business in the jurisdiction in which settlement does the Proceeding relates, may not include as an unconditional term thereof be effected without the giving by the claimant or plaintiff to such Indemnified Party consent of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf majority of the Indemnified Party or any officer, director or controlling person members of such Indemnified Party and shall survive the transfer of securitiesSpecial Committee.

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for indemnification under this Article X shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an as the “Indemnified Party”) shall” and the party or parties against whom such claims are asserted under this Article X shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Article X shall be asserted and resolved as follows: (a) if In the event that (i) any claim, demand or Proceeding is asserted or instituted by any Person other than the parties to this Agreement or their Affiliates that could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or Proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”), the “Indemnifying Party”) for indemnification hereunder, give prompt written notice Indemnified Party shall with reasonable promptness send to the Indemnifying Party a written notice specifying the nature of such Third Party Claim or Direct Claim and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such Third Party Claim or Direct Claim) (a “Claim Notice”); provided, liabilities or out-of-pocket expenses (provided however, that a delay in notifying the failure to give prompt notice Indemnifying Party shall not impair any person’s right to indemnification hereunder relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) such failure has not prejudiced shall have caused the Damages for which the Indemnifying Party); andParty is obligated to be greater than such Damages would have been had the Indemnified Party given the Indemnifying Party proper notice. (b) unless in In the Indemnified event of a Third Party Claim, the Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s reasonable judgment a conflict choice at the expense of interest between such the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may exist reasonably designate in connection with respect to such claim, permit such Third Party Claim (in which case the Indemnifying Party to assume control shall not thereafter be responsible for the fees and expenses of the defense of any separate counsel retained by any Indemnified Party except as set forth below); provided, however, that such claim with counsel is reasonably satisfactory acceptable to the Indemnified Party. If Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to retain separate counsel to conduct the defense of such defense is assumedThird Party Claim, and, only in the case of clauses (i) and (iv) below (but not clauses (ii) and (iii) below), the Indemnifying Party shall notbear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the Third Party Claim seeks an injunction or other equitable relief that would be binding on the Indemnified Party, (iii) an adverse determination with respect to the Third Party Claim could reasonably be expected to establish a material adverse precedent as to the limitations on liability set forth in the Completed Engagements or (iv) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. If and to the extent reasonably requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party defends or, if appropriate and related to the Third Party Claim, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (A) by the Indemnified Party without its the prior written consent (such of the Indemnifying Party, which consent shall not be unreasonably withheld)withheld or delayed, be subject to any liability for any settlement made or (B) by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified partyParty, which consent shall not be unreasonably withheld or delayed. In the event that any Indemnified Party or Indemnifying Party settles or compromises or consents to the entry of any Judgment with respect to any Third Party Claim in violation of the preceding sentence, then such violating party shall pay and indemnify fully, hold harmless and defend the other party against any incremental or excess Damages under this Article X caused by or arising from such settlement, compromise or consent to the entry of Judgment in violation of the preceding sentence. (c) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party within 30 Business Days of receipt of a Claim Notice whether or not the Indemnifying Party disputes such claim. If the Indemnifying Party gives timely notice disputing any judgment claim (a “Counter Notice”), the Indemnifying Party shall promptly pay to Indemnified Party all non-disputed amounts and the parties shall attempt in good faith to agree on resolution of the disputed amount. Any amount mutually agreed upon or enter into any settlement which cannot awarded to the Indemnified Party under a final and non-appealable Judgment shall be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant within five Business Days following execution of such agreement or the entering of such Judgment, as applicable. If no Counter Notice is received by the Indemnified Party within the 30 Business Days, then the dollar amount of the Claim as set forth in the original notice shall be deemed established for purposes of this Agreement and, at the end of such 30-Business Day period, the Indemnifying Party shall make a payment to the terms Indemnified Party in the dollar amount claimed in the Indemnified Party’s notice. (d) From and after the delivery of such settlement) or which settlement includes a statement or admission Claim Notice relating to a Third Party Claim under this Agreement, at the reasonable request of fault the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and culpability on its representatives all reasonable access to the part books, records and properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement does the Third Party Claim relates. All such access shall be granted during normal business hours and shall be granted under conditions that will not include as an unconditional term thereof unreasonably interfere with the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force business and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person operations of such Indemnified Party. The Indemnifying Party shall not, and shall survive require that its representatives do not, use (except in connection with such Third Party Claim) or disclose to any third Person other than the transfer of securitiesIndemnifying Party’s representatives (except as may be required by applicable Law or in connection with a Third Party Claim, in which case the Indemnifying Party will use its commercially reasonable efforts to obtain an appropriate protective order) any information obtained pursuant to this Section 10.3(d) which is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for indemnification under this Article XII shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an as the “Indemnified Party”) shall” and the party or parties against whom such claims are asserted under this Article XII shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party.” All claims by any Indemnified Party under this Article XII shall be asserted and resolved as follows: (a) if In the event that (i) any claim, demand or Proceeding is asserted or instituted by any Person other than the parties to this Agreement or their Affiliates that could give rise to Losses for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or Proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”), the “Indemnifying Party”) for indemnification hereunder, give prompt written notice Indemnified Party shall with reasonable promptness send to the Indemnifying Party a written notice specifying the nature of such Third Party Claim or Direct Claim and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such Third Party Claim or Direct Claim) (a “Claim Notice”); provided, liabilities or out-of-pocket expenses (provided however, that a delay in notifying the failure to give prompt notice Indemnifying Party shall not impair any person’s right to indemnification hereunder relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) such failure has not prejudiced shall have caused the Losses for which the Indemnifying Party); andParty is obligated to be greater than such Losses would have been had the Indemnified Party given the Indemnifying Party proper notice. (b) unless in In the Indemnified event of a Third Party Claim, the Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s reasonable judgment a conflict choice at the expense of interest between such the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may exist reasonably designate in connection with respect to such claim, permit such Third Party Claim (in which case the Indemnifying Party to assume control shall not thereafter be responsible for the fees and expenses of the defense of any separate counsel retained by any Indemnified Party except as set forth below); provided, however, that such claim with counsel is reasonably satisfactory acceptable to the Indemnified Party. If Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to retain separate counsel to conduct the defense of such defense is assumedThird Party Claim, and, only in the case of clauses (i) and (iv) below (but not clauses (ii) and (iii) below), the Indemnifying Party shall notbear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest, (ii) the Third Party Claim seeks an injunction or other equitable relief that would be binding on the Indemnified Party, (iii) an adverse determination with respect to the Third Party Claim could reasonably be expected to establish a material adverse precedent as to the limitations on liability set forth in the Completed Engagements or (iv) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. If and to the extent reasonably requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim that the Indemnifying Party defends or, if appropriate and related to the Third Party Claim, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (A) by the Indemnified Party without its the prior written consent (such of the Indemnifying Party, which consent shall not be unreasonably withheld)withheld or delayed, be subject to any liability for any settlement made or (B) by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified partyParty, which consent shall not be unreasonably withheld or delayed. In the event that any Indemnified Party or Indemnifying Party settles or compromises or consents to the entry of any Judgment with respect to any Third Party Claim in violation of the preceding sentence, then such violating party shall pay and indemnify fully, hold harmless and defend the other party against any incremental or excess Losses under this Article XII caused by or arising from such settlement, compromise or consent to the entry of Judgment in violation of the preceding sentence. (c) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party within 30 Business Days of receipt of a Claim Notice whether or not the Indemnifying Party disputes such claim. If the Indemnifying Party gives timely notice disputing any judgment claim (a “Counter Notice”), the Indemnifying Party shall promptly pay to Indemnified Party all non-disputed amounts and the parties shall attempt in good faith to agree on resolution of the disputed amount. Any amount mutually agreed upon or enter into any settlement which cannot awarded to the Indemnified Party under a final and non-appealable Judgment shall be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant within five Business Days following execution of such agreement or the entering of such Judgment, as applicable. If no Counter Notice is received by the Indemnified Party within the 30 Business Days, then the dollar amount of the Direct Claim as set forth in the original notice shall be deemed established for purposes of this Agreement and, at the end of such 30-Business Day period, the Indemnifying Party shall make a payment to the terms Indemnified Party in the dollar amount claimed in the Indemnified Party’s notice. (d) From and after the delivery of such settlement) or which settlement includes a statement or admission Claim Notice relating to a Third Party Claim under this Agreement, at the reasonable request of fault the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and culpability on its representatives all reasonable access to the part books, records and properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement does the Third Party Claim relates. All such access shall be granted during normal business hours and shall be granted under conditions that will not include as an unconditional term thereof unreasonably interfere with the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force business and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person operations of such Indemnified Party. The Indemnifying Party shall not, and shall survive require that its representatives do not, use (except in connection with such Third Party Claim) or disclose to any third Person other than the transfer of securitiesIndemnifying Party’s representatives (except as may be required by applicable Law or in connection with a Third Party Claim, in which case the Indemnifying Party will use its commercially reasonable efforts to obtain an appropriate protective order) any information obtained pursuant to this Section 12.4(d) which is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for indemnification under this Article VIII shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an “as the "Indemnified Party”) shall" and the party or parties against whom such Claims are asserted under this Article VIII shall be, for the purposes of this Agreement, referred to as the "Indemnifying Party". Except as otherwise set forth in Section 8.03(e), all Claims by any Indemnified Party under this Article VIII shall be asserted and resolved as follows: (a) if In the event that (i) any Proceeding is asserted or instituted by any Person other than the parties to this Agreement or their Affiliates which would reasonably be expected to give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such Proceeding, a "Third Party Claim") or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a "Direct Claim" and, together with Third Party Claims, "Claims"), the “Indemnifying Party”Indemnified Party shall promptly, and in any event no more than fifteen (15) for indemnification hereunderdays following receipt of notice of such Proceeding, give prompt written notice send to the Indemnifying Party a written notice specifying the nature of such Proceeding and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such Proceeding) (a "Claim Notice"), liabilities or out-of-pocket expenses (provided provided, that a delay in notifying the failure to give prompt notice Indemnifying Party shall not impair any person’s right to indemnification hereunder relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) such failure has not prejudiced shall have caused the Damages for which the Indemnifying Party); andParty is obligated to be greater than such Damages would have been had the Indemnified Party given the Indemnifying Party proper notice. (b) unless in In the Indemnified event of a Third Party Claim, the Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s reasonable judgment a conflict 's choice at the expense of interest between such the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may exist reasonably designate in connection with respect to such claim, permit such Proceeding (in which case the Indemnifying Party to assume control shall not thereafter be responsible for the fees and expenses of the defense of any separate counsel retained by any Indemnified Party except as set forth below); provided, that such claim with counsel is reasonably satisfactory acceptable to the Indemnified Party. Notwithstanding an Indemnifying Party's election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ one separate counsel, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of joint counsel for the Indemnifying Party and the Indemnified Party would be inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with advice of counsel) or (ii) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate reasonably with the Indemnifying Party and its counsel in contesting any Proceeding which the Indemnifying Party defends, or, if appropriate and related to the Proceeding in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. If the Indemnifying Party assumes the defense of a Proceeding: (i) it will be conclusively established for purposes of this Agreement that the Claims made in that Proceeding are within the scope of and subject to indemnification; and (ii) no compromise or settlement of such Claims may be effected by the Indemnifying Party without the Indemnified Party's consent (which consent may be withheld in the Indemnified Party's sole and absolute discretion following a reasonable determination by the Indemnified Party that the conditions specified in (A) or (B) have been satisfied) if (A) there is a finding or admission of any violation of Law which results, or would reasonably be expected to result, in a material change in the operation of the Business in any jurisdiction in which the Acquired Company or any Subsidiary conducts material business or results, or would reasonably be expected to result, in the inability or material limitation on such Person's ability to participate in governmental reimbursement programs or (B) such compromise or settlement provides for a material change in the operation of the Business in any jurisdiction in which the Acquired Company or any Subsidiary conducts material business. If notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, within thirty days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense is assumedof such Proceeding, the Indemnifying Party shall not, without its consent (will be bound by any determination made in such consent shall not be unreasonably withheld), be subject to Proceeding or any liability for any compromise or settlement made effected by the Indemnified Party. 4.3.2 If such control (c) In the event of defense is assumeda Direct Claim, the Indemnifying Party shall not be subject to any liability to notify the Indemnified Party for any legal within 30 Business Days of receipt of a Claim Notice whether or other expenses subsequently incurred by not the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to disputes such claim. 4.3.4 No Indemnifying party shall(d) From and after the delivery of a Claim Notice under this Agreement, without at the prior written consent reasonable request of the Indemnifying Party, each Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by Party shall grant the Indemnifying Party pursuant and its representatives all reasonable access to the terms of such settlement) or which settlement includes a statement or admission of fault books, records and culpability on the part properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement does the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions which will not include as an unconditional term thereof unreasonably interfere with the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force business and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person operations of such Indemnified Party. The Indemnifying Party will not, and shall survive require that its representatives do not, use (except in connection with such Claim Notice) or disclose to any third person other than the transfer of securitiesIndemnifying Party's representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 8.04(d) which is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 Any person entitled No claim for indemnification will arise until notice thereof is given to indemnification pursuant the party from whom indemnity is sought. In the event that any legal proceedings shall be instituted or any claim or demand be asserted by any third party in respect of which the Seller Parties on the one hand, or Buyer on the other hand, may have an obligation to Sections 4.1 indemnify the other(s), the party asserting such right to indemnity shall give or 4.2 (each, an “Indemnified Party”) shall: (a) if a claim is cause to be made against any person (given to the “Indemnifying Party”) for indemnification hereunder, give prompt party from whom indemnity may be sought written notice thereof (including the facts constituting the basis therefor) and such party shall have the right, at its option and expense, to the Indemnifying Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the party asserting such right to indemnity, unless the party from whom indemnity is sought irrevocably acknowledges full and complete responsibility for indemnification of the party asserting such right to indemnity, in which case such party may assume such control through counsel reasonably satisfactory of its choice (and in which case the party asserting a right to indemnity shall have the Indemnified Partyright, at its option and expense, to be present at the defense of such proceeding, claim or demand, but not to control the defense, negotiation or settlement thereof). If The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third party legal proceeding, claim or demand; provided, however, if the indemnifying party has assumed the defense is assumedof such a third party claim, the Indemnifying Party indemnifying party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified indemnified party, enter into any settlement, compromise or discharge or consent to the entry of any judgment which imposes any expense, obligation or enter into restriction upon the indemnified party, includes any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability obligations on the part of such Indemnified Party the indemnified party to take any future actions, or which settlement does not include as an unconditional term thereof requires the giving by the claimant indemnified party to admit or plaintiff acknowledge to such Indemnified Party any fact or event, including any violation of a release from all liability in respect to such claim or litigationLaw. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled (a) The party or parties making a claim for indemnification under this Article IX shall be, for the purposes of this Agreement, referred to indemnification as the "Indemnified Party" and the party or parties against whom such claims are asserted under this Article IX shall be, for the purposes of this Agreement, referred to as the "Indemnifying Party." All notices required to be delivered by the Sellers or Preferred Holders hereunder shall be deemed effective when delivered pursuant to Sections 4.1 Section 10.06 to the Sellers' Representatives; provided, however, that notices with respect to any breach by any individual Seller or 4.2 Preferred Holder (each, an “that does not involve a breach by all Sellers or all Preferred Holders) shall be deemed effective only when delivered to such individual Seller or Preferred Holder. All claims by any Indemnified Party”) shallParty under this Article IX shall be asserted and resolved as follows: (ab) if Except for an Audit, in the event that (1) any claim, demand or Proceeding is asserted or instituted by any Person other than the parties to this Agreement or their Affiliates which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or Proceeding, a "Third Party Claim") or (2) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a "Direct Claim"), the “Indemnifying Party”) for indemnification hereunder, give prompt written notice Indemnified Party shall with reasonable promptness send to the Indemnifying Party a written notice specifying the nature of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of demand or Proceeding and the defense amount or estimated amount of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumedclaim, the Indemnifying Party shall not, without its consent demand or Proceeding (such consent which amount or estimated amount shall not be unreasonably withheldconclusive of the final amount, if any, of such claim, demand or Proceeding) (a "Claim Notice"), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, provided that a delay in notifying the Indemnifying Party shall not be subject to any liability relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) such failure shall prejudice the Indemnifying Party or shall cause the Damages for which the Indemnifying Party is obligated to be greater than such Damages would have been had the Indemnified Party given the Indemnifying Party proper notice. No Indemnifying Party shall be obligated to indemnify any Indemnified Party for any legal Damages pursuant to any Third Party Claim or other expenses subsequently incurred by Direct Claim if no notice of such claim was delivered to the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume prior to the control settlement of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless and such claims shall be disregarded for purposes of calculating the Deductible Amount. (i) In the event of a Third Party Claim other than an Audit, the Indemnifying Party shall, subject to the limitations in this Section 9.03(c), so long as it diligently and actively conducts such defense, control the reasonable judgment defense of, and shall be entitled to appoint counsel of any Indemnified the Indemnifying Party's choice at the expense of the Indemnifying Party a conflict of interest may exist between such to represent the Indemnified Party and any other others the Indemnifying Party may reasonably designate in connection with, such claim, demand or Proceeding); provided, that the Indemnified Party shall have the right to consent to the choice of such counsel (such consent not to be unreasonably withheld or delayed). If requested by the Indemnifying Party, the Indemnified Parties Party agrees to cooperate with respect the Indemnifying Party and its counsel in contesting any such Third Party Claim or series of related Third Party Claims that the Indemnifying Party defends or, if appropriate and related to such claim. 4.3.4 Third Party Claim or series of related Third Party Claims in question, in making any counterclaim against the Person(s) asserting the Third Party Claim or series of related Third Party Claims or any cross-complaint against any Person(s). No Indemnifying party shall, Third Party Claim or series of related Third Party Claims may be settled or compromised without the prior written consent of the Indemnified partyParty (which consent will not be unreasonably withheld or delayed); provided, however, that in the event that the Indemnified Party withholds its consent to any settlement of, or entry of judgment with respect thereto, a Third Party Claim (other than a settlement or judgment with respect to a Third Party Claim for which the Indemnified Party is not fully indemnified hereunder (without regard to any limitations herein), that does not involve an unconditional release of the Indemnified Party, that would materially impair the operation of the business of the Indemnified Party or that involves a claim that is similar in nature to claims reasonably likely to be made by multiple similarly situated parties making similar claims), (i) the Indemnifying Party's maximum liability under this Article IX with respect to such Third Party Claim shall be limited to the amount that would be payable by the Indemnified Party if such settlement had been entered into or such judgment had been entered and (ii) the Indemnified Party shall thereafter assume the defense of such Third Party Claim at its own expense and shall conduct such defense actively and diligently. (ii) Notwithstanding the foregoing, in the event any Third Party Claim or series of related Third Party Claims where Damages in the aggregate are reasonably likely to exceed the Maximum Amount by at least $1,000,000, the Indemnified Party shall have the right to control the defense of such Third Party Claim (at the expense of the Indemnifying Party) and designate counsel for such defense; provided, that the Indemnifying Party shall have the right to consent to the choice of such counsel (such consent not to be unreasonably withheld or delayed); provided further, that the Indemnifying Party shall have the right to consult with the Indemnified Party and such counsel in all material decisions relating to such Third Party Claim or series of Third Party Claims. No such Third Party Claim or series of related Third Party Claims may be settled or compromised without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed). (iii) In the event any party settles or compromises or consents to the entry of any judgment or enter into Judgment with respect to any settlement which canThird Party Claim without the prior written consent of the other parties as required pursuant to this Section 9.03(c), such party shall be deemed to have waived all rights against the other parties for indemnification under this Article IX with respect to such Third Party Claim. (iv) Any other provision in this Agreement notwithstanding, the Sellers shall have the right to control the defense of those litigations referenced in Section 9.01(a)(vi) hereof, and the Purchaser Indemnified Parties, if requested by the Sellers, agree to reasonably cooperate with the Sellers and its counsel in contesting any such litigations; provided that the Purchaser Indemnified Parties shall have the right to consent to counsel selected to defend such matters (such consent not to be unreasonably withheld), the costs of defense of such matters shall be borne directly by the Sellers (and recourse to the General Indemnification Escrow Amount shall not be settled required) and the settlement or compromise of such matters shall be subject to the limitations and conditions contained in all respects by this Section 9.03(c). (d) In the payment event of money (and such money is so paid by a Direct Claim, the Indemnifying Party pursuant shall notify the Indemnified Party within 30 Business Days of receipt of a Claim Notice whether or not the Indemnifying Party disputes such claim. (e) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the terms of such settlement) or which settlement includes a statement or admission of fault books, records and culpability on the part properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement does the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions that will not include as an unconditional term thereof unreasonably interfere with the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force business and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person operations of such Indemnified Party. The Indemnifying Party shall not, and shall survive require that its representatives do not, use (except in connection with such Claim Notice) or disclose to any third Person other than the transfer of securitiesIndemnifying Party's representatives (except as may be required by applicable Law or in connection with a Claim, in which case the Indemnifying Party will use its reasonable best efforts to obtain an appropriate protective order) any information obtained pursuant to this Section 9.03(d) which is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 Any person entitled Except as provided in Section 7.04, the party or parties making a claim for indemnification under this Article VII shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an as the “Indemnified Party” and the party or parties against whom such claims are asserted under this Article VII shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party”) shall. All claims by any Indemnified Party under this Article VII shall be asserted and resolved as follows: (a) if In the event that (i) any claim, demand or proceeding is asserted or instituted by any person other than the parties to this Agreement or their affiliates which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim” and, together with Third Party Claims, “Claims”), the “Indemnifying Party”) for indemnification hereunder, give prompt written notice Indemnified Party shall with reasonable promptness send to the Indemnifying Party a written notice specifying the nature of such claim, demand or proceeding and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such claim, liabilities demand or out-of-pocket expenses proceeding) (a “Claim Notice”), provided that a delay in notifying the failure to give prompt notice Indemnifying Party shall not impair any person’s right to indemnification hereunder relieve the Indemnifying Party of its obligations under this Agreement except to the extent that (and only to the extent that) such failure has not prejudiced shall have caused the Damages for which the Indemnifying Party); andParty is obligated to be greater than such Damages would have been had the Indemnified Party given the Indemnifying Party proper notice. (b) unless in In the Indemnified event of a Third Party Claim, the Indemnifying Party shall be entitled to appoint counsel of the Indemnifying Party’s reasonable judgment a conflict choice at the expense of interest between such the Indemnifying Party to represent the Indemnified Party and any others the Indemnifying Party may exist reasonably designate in connection with respect to such claim, permit such demand or proceeding (in which case the Indemnifying Party to assume control shall not thereafter be responsible for the fees and expenses of the defense of any separate counsel retained by any Indemnified Party except as set forth below); provided that such claim with counsel is reasonably satisfactory acceptable to the Indemnified Party. If such defense is assumedNotwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ separate counsel, and the Indemnifying Party shall notbear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest or (ii) the Indemnifying Party shall not have employed counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim, demand or proceeding which the Indemnifying Party defends, or, if appropriate and related to the claim, demand or proceeding in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any person. No Third Party Claim may be settled or compromised (i) by the Indemnified Party without its the prior written consent (such of the Indemnifying Party, which consent shall not be unreasonably withheld), be subject to any liability for any settlement made withheld or delayed or (ii) by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified partyParty, which consent shall not be unreasonably withheld or delayed. In the event any Indemnified Party settles or compromises or consents to the entry of any judgment or enter into with respect to any settlement which cannot be settled in all respects by Third Party Claim without the payment prior written consent of money (and such money is so paid by the Indemnifying Party pursuant (except in the event the Indemnifying Party unreasonably withheld or delayed its consent), each Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under this Article VII. (c) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party within 30 days of receipt of a Claim Notice whether or not the Indemnifying Party disputes such claim. (d) From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives reasonable access to the terms of such settlement) or which settlement includes a statement or admission of fault books, records and culpability on the part properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement does the Claim Notice relates. All such access shall be granted during normal business hours and shall be granted under conditions which will not include as an unconditional term thereof unreasonably interfere with the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force business and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person operations of such Indemnified Party. The Indemnifying Party will not, and shall survive require that its representatives do not, use (except in connection with such Claim Notice) or disclose to any third person other than the transfer of securitiesIndemnifying Party’s representatives (except as may be required by applicable law) any information obtained pursuant to this Section 7.03(d) which is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for indemnification under this Article 10 shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an “as the "Indemnified Party”) shall" and the party or parties against whom such claims are asserted under this Article 10 shall be, for the purposes of this Agreement, referred to as the "Indemnifying Party". All claims by any Indemnified Party under this Article 10 shall be asserted and resolved as follows: (a) if In the event that (i) any demand or Litigation is asserted or instituted by any Person other than the parties to this Agreement or their Affiliates which could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such demand or Litigation, a "Third Party Claim") or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a "Direct Claim" and, together with Third Party Claims, "Claims"), the “Indemnifying Party”) for indemnification hereunderIndemnified Party shall promptly, give prompt written and in any event no more than 15 days following receipt of notice of such demand or Litigation, send to the Indemnifying Party a written notice specifying the nature of such demand or Litigation and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such demand or Litigation) (a "Claim Notice"), liabilities or out-of-pocket expenses (provided PROVIDED that a delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Agreement except to the extent, if at all, that the failure to give prompt notice Indemnifying Party shall not impair any person’s right to indemnification hereunder to the extent such failure has not have been prejudiced the Indemnifying Party); andthereby. (b) unless In the event of a Third Party Claim, the Indemnifying Party shall be entitled to, subject to the limitations set forth in Section 10.3(d) below, appoint and control counsel of the Indemnifying Party's choice at the expense of the Indemnifying Party to represent the Indemnified Party (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); PROVIDED that such counsel is reasonably acceptable to the Indemnified Party’s . The Indemnifying Party shall keep the Indemnified Party informed of any material developments with respect to such Third Party Claim and shall consult with the Indemnified Party as to the proper course of action with due regard to the latter's business interests. Notwithstanding an Indemnifying Party's election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ another separate counsel, and the Indemnifying Party shall bear the reasonable judgment fees, costs and expenses of such other separate counsel if (i) the use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest between such in the subject matter of the Third Party Claim that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party may exist with respect to such claim, permit such or (ii) the Indemnifying Party shall not have retained counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim. (c) If the Indemnifying Party shall assume the control of the defense of such claim any Third Party Claim in accordance with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumedprovisions of Section 10.3(b), the Indemnifying Party shall not, without its obtain the prior written consent of the Indemnified Party (such consent which shall not be unreasonably withheld)) before entering into any settlement of such Third Party Claim. If an Indemnified Party refuses to consent to a bona fide offer of settlement which the Indemnifying Party wishes to accept that provides solely for a monetary payment, imposes no injunctive or other equitable relief against the Indemnified Party and expressly unconditionally releases the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim, the Indemnified Party may continue to pursue such matter, free of any participation by the Indemnifying Party, at the sole expense of the Indemnified Party. In such event, the obligation of the Indemnifying Party, if any such obligation is eventually established, shall be limited to the amount of the offer of settlement that the Indemnified Party refused to accept plus the costs and reasonable expenses of the Indemnified Party for which indemnification otherwise applies prior to the date the Indemnifying Party notified the Indemnified Party of the offer of settlement. (d) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if the Third Party Claim (i) relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (ii) seeks a suspension, a debarment, an injunction or equitable relief against the Indemnified Party. (e) No Indemnifying Party will be subject to any liability for any settlement made without its consent (but such consent shall not be unreasonably withheld or delayed). (f) If requested by the Indemnifying Party, the Indemnified PartyParty shall cooperate with the Indemnifying Party and its counsel in contesting any demand or Litigation which the Indemnifying Party defends, or, if appropriate and related to the demand or Litigation in question, in making any counterclaim against the person asserting the Third Party Claim, or any cross-complaint against any Person. 4.3.2 If such control (g) In the event of defense is assumeda Direct Claim, the Indemnifying Party shall not be subject to any liability to notify the Indemnified Party for any legal within 15 days of receipt of a Claim Notice whether or other expenses subsequently incurred by not the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to disputes such claim. 4.3.4 No Indemnifying party shall(h) From and after the delivery of a Claim Notice under this Agreement, without at the prior written consent reasonable request of the Indemnifying Party, each Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by Party shall grant the Indemnifying Party pursuant and its representatives all necessary access to the terms of such settlement) or which settlement includes a statement or admission of fault employees, books, records and culpability on the part properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement does the Claim Notice relates. All such access shall be granted under conditions that will not include as an unconditional term thereof unreasonably interfere with the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force business and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person operations of such Indemnified Party. The Indemnifying Party will not, and shall survive require that its representatives do not, use (except in connection with such Claim Notice) or disclose to any third person other than the transfer of securitiesIndemnifying Party's representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 10.3(h) which is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 (a) Any person Person seeking indemnification under this Article VII (an "Indemnified Party") shall give the Party from whom indemnification is being sought (an "Indemnifying Party") notice of any matter which such Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement as soon as practicable after the Person entitled to indemnification pursuant becomes aware of any fact, condition or event which may give rise to Sections 4.1 or 4.2 (eachDamages for which indemnification may be sought under this Article VII. Such notice shall state the nature and basis of any Claim and the amount thereof, an “Indemnified Party”) shall:to the extent known, along with copies of the relevant documents evidencing such Claim and the basis for indemnification sought. (ab) The liability of an Indemnifying Party under this Article VII with respect to Damages arising from claims of any third party which are subject to the indemnification provided for in this Article VII ("Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if a claim is to be made against an Indemnified Party shall receive notice of any person (Third Party Claim, the “Indemnifying Party”) for indemnification hereunder, Indemnified Party shall give prompt written notice to the Indemnifying Party notice of such Third Party Claim within twenty (20) days of the lossesreceipt by the Indemnified Party of such notice; provided, claimshowever, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt provide such notice shall not impair release the Indemnifying Party from any person’s right to indemnification hereunder of its obligations under this Article VII except to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between Party is materially and irreparably prejudiced by such Indemnified Party and failure. The Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party shall be entitled to assume and control of the defense of such claim with Third Party Claim at its expense and through counsel reasonably satisfactory of its choice, provided it gives notice of its intention to the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists a material conflict of interest (other than one that is of a monetary nature) that would make it inappropriate for any legal or other expenses subsequently incurred by the same counsel to represent both the Indemnified Party in connection with and the defense thereof. 4.3.3 An Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the reasonable fees and expenses of more than one (1) separate counsel for all parties indemnified by Indemnified Parties, taken together (except to the extent that local counsel is necessary or advisable for the conduct of such Proceeding, in which case the Indemnifying Party with shall also pay the reasonable fees and expenses of any such local counsel). If the Indemnifying Party shall not assume the defense of any Third Party Claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that in settling any action in respect of which indemnification is payable under this Article VII, it shall act reasonably and in good faith. In the event the Indemnifying Party exercises the right to undertake any such claimdefense against any such Third Party Claim as provided above, unless the Indemnified Party shall cooperate with, and do all things reasonably practicable to assist, the Indemnifying Party in such defense and make available to the Indemnifying Party, all witnesses, pertinent records, materials and information in the reasonable judgment of any Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably requested by the Indemnifying Party. Similarly, in the event the Indemnified Party a conflict of interest may exist between is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with, and do all things reasonably practicable to assist, the Indemnified Party in such defense and any other of 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 requested by the Indemnified Parties with respect to such claim. 4.3.4 No Party. The Indemnifying party shallParty shall not, without the prior written consent of the Indemnified partyParty, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment, unless such settlement, compromise or judgment or enter into any settlement which cannot be settled in all respects includes an unconditional written release by the payment claimant or plaintiff of money (and such money is so paid by the Indemnifying Indemnified Party pursuant to the terms from all liability in respect of such settlementThird Party Claim, (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or material obligations on the Indemnified Party other than financial obligations for which settlement includes a statement such Indemnified Party will be indemnified hereunder, or admission of fault and (iii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended in good faith by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or controlling person of such compromised by the Indemnified Party and shall survive without the transfer written consent of securitiesthe Indemnifying Party.

Indemnification Process. 4.3.1 Any person In the case of any claim asserted by a third party against a party entitled to indemnification pursuant to Sections 4.1 or 4.2 under this Agreement (each, an the “Indemnified Party”) shall: (a) if a claim is ), notice shall be given by the Indemnified Party to be made against any person the party required to provide indemnification (the “Indemnifying Party”) for indemnification hereunderpromptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, give prompt written notice to and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the losses, claims, damages, liabilities defense of any claim or out-of-pocket expenses (any litigation resulting therefrom; provided that (a) the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced counsel for the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of who shall conduct the defense of such claim with counsel or litigation shall be reasonably satisfactory to the Indemnified Party. If , (b) the Indemnified Party may participate in such defense is assumedat such Indemnified Party’s expense, and (c) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall not, without of its consent (indemnification obligation under this Agreement except to the extent that such consent shall not be unreasonably withheld), be subject omission results in a failure of actual notice to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party is materially damaged as a conflict of interest may exist between such Indemnified Party and any other result of such Indemnified Parties failure to give notice. Except with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified partyParty, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by that provides for injunctive or other non-monetary relief affecting the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of . In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any officerproposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s tax liability or the ability of JUVARIS to conduct its business, director or controlling person that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right 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 the Indemnifying Party; 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 written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall survive be entitled to settle or agree to pay in full such claim or demand with the transfer written consent of securitiesthe Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each shall be available to the other with respect to such defense.

Indemnification Process. 4.3.1 Any person entitled (a) A party making a claim for indemnification under this Article VIII shall be, for the purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, as an “Indemnified Party”) shall: (a) if ” and a claim is party against whom such claims are asserted under this Article VIII shall be, for the purposes of this Agreement, referred to be made against any person (the as an “Indemnifying Party”. All claims by any Indemnified Party under this Article VIII shall be asserted and resolved as follows: (b) In the event that (i) any action, application, suit, demand, claim or legal, administrative, arbitration or other alternative dispute resolution proceeding, hearing or investigation (each, a “Proceeding”) is asserted or instituted by any Person other than the Parties or their Affiliates which could give rise to Damages for indemnification hereunderwhich an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such Proceeding, give prompt written notice a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim to be indemnified by any Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim” and, together with Third Party Claims, “Claims”), the Indemnified Party shall, promptly after it becomes aware of a Third Party Claim, or facts supporting a Direct Claim, send to the Indemnifying Party a written notice specifying the nature of such Proceeding and the amount or estimated amount thereof (which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such Proceeding) (a “Claim Notice”), liabilities together with copies of all notices and documents (including court papers) served on or out-of-pocket expenses (received by the Indemnified Party in the case of a Third Party Claim, provided that a delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its obligations under this Article VIII except to the extent that (and only to the extent that) the Indemnifying Party shall have been prejudiced by such failure to give prompt notice such notice, in which case the Indemnifying Party shall not impair any person’s right to indemnification hereunder be relieved of its obligations under this Article VIII to the extent of such failure has not prejudiced the Indemnifying Party); andprejudice. (bc) unless in In the Indemnified Party’s reasonable judgment event of a conflict of interest between such Indemnified Third Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumedClaim, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject have the right to any liability for any settlement made by defend the Indemnified Party against such Third Party Claim and be entitled to appoint counsel of the Indemnifying Party. 4.3.2 If such control ’s choice at the expense of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by represent the Indemnified Party in connection with such Proceeding (in which case the defense thereof. 4.3.3 An Indemnifying Party who is shall not entitled to, thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party or elects not to, assume any other costs or expenses with respect to the control of defense of a claim Third Party Claim except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party. Notwithstanding an Indemnifying Party’s election to defend such Third Party Claim and appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to engage separate counsel, but the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel only if (i) the use of counsel selected by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest or (ii) the Indemnifying Party shall not have engaged counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Third Party Claim; provided that, notwithstanding such failure to engage counsel within a reasonable time, the Indemnifying Party shall have the right to assume the defense of such Third Party Claim by appointment of counsel reasonably acceptable to the Indemnified Party and shall thereafter cease to be obligated responsible for the fees and expenses of separate counsel appointed by the Indemnified Party. Nothing in this Section 8.3(c) shall require the Indemnifying Party to pay be responsible for the fees and expenses of more than one (1) counsel for all parties indemnified at any time in connection with the defense against a Third Party Claim. If requested by such the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party with respect and its counsel in defending and contesting any Proceeding which the Indemnifying Party defends, or, if appropriate and related to such claimthe Proceeding in question, unless in making any counterclaim against the reasonable judgment of person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or compromised (i) by the Indemnified Party a conflict without the prior written consent of interest may exist between such Indemnified the Indemnifying Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No (which consent shall not be unreasonably withheld or delayed) or (ii) by the Indemnifying party shall, Party without the prior written consent of the Indemnified partyParty (which consent shall not be unreasonably withheld or delayed), consent unless, in the case of this clause (ii), the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (if such claim by the Indemnified Party for indemnification is successful). In the event any Indemnified Party settles or compromises or consents to the entry of any judgment or enter into with respect to any settlement which cannot be settled in all respects by Third Party Claim without the payment prior written consent of money (and such money is so paid by the Indemnifying Party pursuant (except in the event the Indemnifying Party unreasonably withheld or delayed its consent), each Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under this Article VIII with respect to such Third Party Claim. (d) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party within thirty (30) days of receipt of a Claim Notice whether the Indemnifying Party disputes such Claim. From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives reasonable access to the terms of such settlement) or which settlement includes a statement or admission of fault books, records, employees, representatives and culpability on the part properties of such Indemnified Party or to the extent reasonably related to the matters to which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of Claim Notice relates. If the Indemnified Party or any officeris Purchaser, director or controlling person Purchaser shall cause the Company and the Company Subsidiary to grant to the Indemnifying Party the access described in the immediately preceding sentence. All such access shall be granted during normal business hours and shall be granted under conditions which will not unreasonably interfere with the business and operations of such Indemnified Party. The Indemnifying Party will not, and shall survive use its reasonable best efforts to cause its representatives not to, use (except in connection with such Claim Notice) or disclose to any third person other than the transfer of securitiesIndemnifying Party’s representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 8.3(d) which is designated as confidential by an Indemnified Party.

Indemnification Process. 4.3.1 (a) Any person entitled to Parent Indemnified Person or the Stockholder Indemnified Person seeking indemnification pursuant to Sections 4.1 or 4.2 under this Article VII (an “Indemnified Person”) shall give each party from whom indemnification is being sought (each, an “Indemnified PartyIndemnifying Person”) shallnotice of any matter (a “Notice of Claim”) which such Indemnified Person has determined has given rise to or would reasonably be expected to give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises as promptly as practicable after becoming aware of such matter; provided, however, that the failure so to provide such Notice of Claim will not relieve the Indemnifying Person(s) from any Liability which they may have under this Agreement or otherwise (unless and only to the extent that such failure results in the loss or compromise in any material respect of any material rights or defenses of the Indemnifying Person(s) and the Indemnifying Person(s) was not otherwise aware of such Action). Notwithstanding the foregoing, no claim shall be brought under this Article VII with respect to an event of indemnification described in Section 7.1(a)(i) or Section 7.1(b)(i) unless an Indemnified Person, at any time prior to the applicable Survival Date, gives the Indemnifying Person(s) a Notice of Claim with respect to such claim. If a Notice of Claim has been given on or prior to the applicable Survival Date, the relevant representations and warranties shall survive as to such claim until the claim has been finally resolved. (b) Claims for indemnification hereunder resulting from the assertion of liability by third parties (each, a “Third Party Claim”) shall be subject to the following terms and conditions: (ai) if a claim The Indemnified Person may defend any Third Party Claim with counsel of its own choosing, at the Indemnifying Person’s cost, and shall act reasonably and in accordance with its good faith business judgment in handling such Third Party Claim. If the Indemnified Person elects not to defend such Third Party Claim, the Indemnified Person shall promptly provide notice to the Indemnifying Person. The Indemnifying Person shall have twenty (20) days following receipt of such notice to advise the Indemnified Person whether the Indemnifying Person accepts the defense of such claim, and the Indemnifying Person shall have no obligation to the Indemnified Person for legal fees incurred by the Indemnified Person after the date of any assumption of the defense by the Indemnifying Person. If the Indemnifying Person determines to accept the defense of such Third Party Claim, it shall defend such Third Party Claim with counsel of its own choice that is reasonably satisfactory to the Indemnified Person and at its own expense, provided that, the Indemnified Person shall have the right to be made against represented by its own counsel at its own expense. If the Indemnifying Person fails to undertake the defense of or settle or pay any person such Third Party Claim within twenty (20) days after the “Indemnifying Party”) for indemnification hereunder, give prompt Indemnified Person has given written notice to the Indemnifying Party Person of the lossesclaim, claimsor if the Indemnifying Person, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder after having given such notification to the extent such failure has not prejudiced Indemnified Person, fails within twenty (20) days, or at any time thereafter, to defend to the Indemnifying Party); and (b) unless in reasonable satisfaction of the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to Person, settle or pay such claim, permit then the Indemnified Person may take any and all necessary action to dispose of such claim at the Indemnifying Person’s cost. The Indemnifying Person and the Indemnified Person shall make available to each other and their counsel and accountants all books and records and information relating to any Third Party Claims, keep each other fully apprised as to assume control the details and progress of all proceedings relating thereto and render to each other such assistance as may be reasonably required to ensure the proper and adequate defense of any and all Third Party Claims. (ii) The party controlling the defense of a Third Party Claim may settle such claim with counsel reasonably satisfactory to Third Party Claim on any terms which it may deem reasonable, provided that, an Indemnifying Person shall not without the Indemnified Party. If such defense is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, without the Person’s prior written consent of the Indemnified partysettle or compromise such proceeding, claim or demand, or consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as an unconditional term thereof the giving delivery by the claimant or plaintiff to such the Indemnified Party Person of a written release from all liability in respect to of such proceeding, claim or litigationdemand. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled The party or parties making a claim for indemnification under this Article IX shall be, for purposes of this Agreement, referred to indemnification pursuant to Sections 4.1 or 4.2 (each, an as the “Indemnified Party”) shall” and the party or parties against whom such claims are asserted under this Article IX shall be, for purposes of this Agreement, referred to as the “Indemnifying Party.” The Parent, the Shareholder and the Company acknowledge that all actions to be taken on behalf of a Parent Indemnified Party shall be taken on its behalf by the Committee in accordance with the provisions of this Agreement and the Escrow Agreement. All claims by any Indemnified Party under this Article IX shall be asserted and resolved as follows: (a) if In the event that (i) any proceeding is asserted or instituted by any Person other than the parties to this Agreement that could give rise to Damages for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim is to be made against indemnified by any person Indemnifying Party under this Agreement that does not involve a Third Party Claim (such claim, a “Direct Claim” and with the Third party Claims, sometimes collectively referred to herein as, a “Indemnifying PartyClaim”) for indemnification hereunder), give prompt written notice the Indemnified Party shall with reasonable promptness send to the Indemnifying Party a written notice specifying in reasonable detail the nature of such Third Party Claim or Direct Claim and the amount or estimated amount thereof, which amount or estimated amount shall not be conclusive of the lossesfinal amount, claimsif any, damagesof such Third Party Claim or Direct Claim (a “Claim Notice”); provided, liabilities or out-of-pocket expenses (provided however, that the failure to give prompt notice shall not impair any person’s right to indemnification relieve the Indemnifying Party of its obligations hereunder to the extent unless such failure has not prejudiced shall materially prejudice the Indemnifying Party); and’s ability to defend such Claim. (b) unless in In the Indemnified Party’s reasonable judgment event of a conflict of interest between such Indemnified Third Party and Claim, the Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party will have the right to assume control of the defense of such claim Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party. If such Party at any time within 15 days after the Indemnifying Party has given notice of the Third Party Claim; provided , however, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense is assumedof the Third Party Claim, further provided, however, that the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject to any liability for any settlement made bear the cost and expense of separate co-counsel retained by the Indemnified Party. 4.3.2 If Party if (i) the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such control counsel with a conflict of defense is assumedinterest in respect of which a party refuses to grant an informed waiver and consent, (ii) the Indemnifying Party shall not be subject have employed counsel to any liability to represent the Indemnified Party for any legal within the 15 day time period specified above, or other expenses subsequently incurred by (iii) the Indemnified Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation. So long as the Indemnifying Party has assumed and is conducting the defense thereof. 4.3.3 An of the Third Party Claim, (a) the Indemnifying Party who is will not entitled consent to the entry of any judgment on, or enter into any settlement with respect to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Third Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, Claim without the prior written consent of the Indemnified party, consent Party (not to be unreasonably withheld) unless the entry of any judgment or enter into any proposed settlement which cannot be settled in all respects by involves only the payment of money (and such money is so paid damages by one or more of the Indemnifying Party pursuant to Parties and does not impose an injunction or other equitable relief upon the terms of such settlement) or which settlement includes a statement or admission of fault and culpability Indemnified Party, does not impose any future obligation on the part of such Indemnified Party or which settlement does not include Party, and includes as an unconditional term thereof thereof, the giving by the claimant or plaintiff to such the Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force of the Third Party Claim, and effect regardless of any investigation made by or on behalf of (b) the Indemnified Party will not consent to the entry of any judgment on or enter into any officersettlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld). In the event that any Indemnified Party or Indemnifying Party settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim in violation of the preceding sentence, director then such violating party shall pay and indemnify fully, hold harmless, and defend the other party against any incremental Damages under this Article IX caused by or controlling person arising from such settlement, compromise or consent to the entry of judgment. (c) In the event of a Direct Claim, the Indemnifying Party shall notify the Indemnified Party within thirty (30) days following receipt of a Claim Notice whether or not the Indemnifying Party disputes such claim. If the Indemnifying Party does not respond within such thirty (30) days, the Indemnifying Party shall be deemed to have accepted responsibility for the Damages set forth in such notice and shall have no right to further contest the validity of such notice. If the Indemnifying Party responds within such thirty (30) days after receipt of the notice and rejects such claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to it under contract or applicable Law. (d) In addition to (and not in limitation of) the cooperation contemplated by Section 9.03(b), from and after the delivery of a Claim Notice relating to a Third Party Claim, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives reasonable access to the books, records, personnel and properties of such Indemnified Party to the extent reasonably related to the matters to which the Third Party Claim relates. All such access shall be granted during normal business hours and shall survive be granted under conditions that will not interfere with the transfer business and operations of securitiessuch Indemnified Party. The Indemnifying Party shall not, and shall require its representatives to not, use (except in connection with such Third Party Claim) or disclose to any third party other than the Indemnifying Party’s representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 9.03(d). (e) Parent shall provide the Shareholder with prior written notice (“Parent Payment Notice”) at least five (5) business days prior to its payment of any Claim determined to be payable by Parent to the Shareholder hereunder (“Payable Parent Claim”). Notwithstanding anything contained herein to the contrary, and subject to applicable Law and the availability of authorized shares of Parent Common Stock to satisfy the election, the Shareholder shall have the right (but not the obligation) to receive shares of Parent Common Stock in lieu of cash in satisfaction of such Payable Claim, and shall notify Parent of his election to exercise such right within ten (10) business days of his receipt of any Parent Payment Notice. In the event the Shareholder elects to receive Parent Common Stock in satisfaction of a Payable Parent Claim, such shares of Parent Common Stock shall be valued at their fair market value, as such term is defined in the Escrow Agreement.

Indemnification Process. 4.3.1 Any person In the case of any claim asserted by a third party against a party entitled to indemnification pursuant to Sections 4.1 or 4.2 under this Agreement (each, an the “Indemnified Party”) shall: (a) if a claim is ), notice shall be given by the Indemnified Party to be made against any person the party required to provide indemnification (the “Indemnifying Party”) for indemnification hereunderpromptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, give prompt written notice to and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the losses, claims, damages, liabilities defense of any claim or out-of-pocket expenses (any litigation resulting therefrom; provided that (a) the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced counsel for the Indemnifying Party); and (b) unless in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of who shall conduct the defense of such claim with counsel or litigation shall be reasonably satisfactory to the Indemnified Party. If , (b) the Indemnified Party may participate in such defense is assumedat such Indemnified Party’s expense, and (c) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall not, without of its consent (indemnification obligation under this Agreement except to the extent that such consent shall not be unreasonably withheld), be subject omission results in a failure of actual notice to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party is materially damaged as a conflict of interest may exist between such Indemnified Party and any other result of such Indemnified Parties failure to give notice. Except with respect to such claim. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified partyParty, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by that provides for injunctive or other non-monetary relief affecting the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement that does not include as an unconditional term thereof the giving by the each claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of . In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any officerproposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of Genetronics to conduct its business, director or controlling person that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right 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 the Indemnifying Party; 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 written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or demand and shall survive be entitled to settle or agree to pay in full such claim or demand with the transfer written consent of securitiesthe Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Section 5.04 and the records of each shall be available to the other with respect to such defense.

Indemnification Process. 4.3.1 Any person entitled to party seeking indemnification pursuant to Sections 4.1 or 4.2 under this Article IX (each, an “Indemnified Party”) shallshall give each party from whom indemnification is being sought (each, an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given rise to or could give rise to a right of indemnification under this Agreement, stating the amount of the loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of an Indemnifying Party under this Article IX with respect to Losses arising from claims of any third party which are subject to the indemnification provided for in this Article IX (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: (a) if a claim is to be made against If any person (Indemnified Party shall receive notice of any Third Party Claim, the “Indemnifying Party”) for indemnification hereunder, Indemnified Party shall give prompt written notice to the Indemnifying Party notice of such Third Party Claim within thirty (30) days of the lossesreceipt by the Indemnified Party of such notice; provided, claimshowever, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt provide such notice shall not impair release the Indemnifying Party from any person’s right to indemnification hereunder of its obligations under this Article IX except to the extent such failure has not prejudiced the Indemnifying Party); andParty is materially prejudiced by such failure. (b) unless If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any losses that may result from such Third Party Claim, then the 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 if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided, further however, that if it would be a conflict of interest 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, at the expense of the Indemnifying Party. (c) In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of the defense of such claim with counsel reasonably satisfactory to possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If Similarly, in the event the Indemnifying Party declines to take such defense is assumedand the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall notcooperate with the Indemnified Party in such defense and make available to the Indemnified Party, without its consent (at the Indemnifying Party’s expense, all such consent shall not be unreasonably withheld)witnesses, be subject to any liability for any settlement made 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. 4.3.2 (d) If such control of defense is assumed, the Indemnifying Party shall not be subject have failed to assume the defense of any liability to claim in accordance with the provisions of this article, then the Indemnified Party for any legal or other expenses subsequently incurred by shall have the absolute right to control the defense of such claim and, if and when it is finally determined that the Indemnified Party in connection with is entitled to indemnification from the defense thereof. 4.3.3 An Indemnifying Party who is not entitled tohereunder, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) the Indemnified Party’s counsel for all parties indemnified shall be borne by such the Indemnifying Party with respect and paid by the Indemnifying Party to such claim, unless in the reasonable judgment of any Indemnified Party a conflict within five (5) business days of interest may exist between written demand therefor, but the Indemnifying Party shall be entitled, at its own expense, to participate in (but not control) such Indemnified Party and any other of such Indemnified Parties with respect to such claimdefense. 4.3.4 No (e) So long as the Indemnifying party shall, without Party has assumed and is conducting the prior written consent defense of the Indemnified partyThird Party Claim in accordance with Section 9.4(b) above, (i) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement which canwith respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be settled in withheld unreasonably provided that the Indemnified Party is completely released from all respects by claims) unless the judgment or proposed settlement involves only the payment of money (and such money is so paid damages by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement does not include as impose an unconditional term thereof injunction or other equitable relief upon the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force Party, and effect regardless of any investigation made by or on behalf of (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any officersettlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (f) The rights and remedies of Buyer and Seller set forth in this Article IX shall constitute the sole and exclusive remedy for the matters described herein. Prior to Closing, director or controlling person of such Indemnified Party and shall survive the transfer of securitiesparties will agree to any limitations on the provisions set forth in this Article IX.

Indemnification Process. 4.3.1 Any person entitled In the event that any claim, action, or proceeding is threatened or asserted involving a matter that is subject to a claim for indemnification pursuant to Sections 4.1 under Section 6.4 or 4.2 under Section 6.5, then the Party seeking indemnification (each, an the “Indemnified Party”) shall: (a) if a claim is to be made against any person shall notify the indemnifying party (the “Indemnifying Party”) for indemnification hereunderwithin [***] of knowledge of such claim, give prompt written action, or proceeding; provided that no delay in giving, or failure to give, such notice to will adversely affect any of the other rights or remedies of the Indemnified Party or alter or relieve the Indemnifying Party of its obligation to indemnify the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder Indemnified Party to the extent that such delay or failure has not materially prejudiced the Indemnifying Party); and (b) unless in . Within [***] thereafter, the Indemnifying Party will notify the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect if either (a) it intends to such claim, permit such Indemnifying Party to assume control of join in the defense of such claim with counsel reasonably satisfactory claim, action, or proceeding, at the Indemnifying Party’s own cost and expense, or (b) if the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken, and if the Indemnified Party is reasonably assured of the Indemnifying Party. If ’s ability to satisfy such defense is assumedagreement, then at the option of the Indemnifying Party, the Indemnifying Party may take over the defense of such claim, action, or proceeding, except that, in such case, the Indemnified Party shall not, without its consent have the right to approve any attorney or counsel selected by the Indemnifying Party (such consent which approval shall not be unreasonably delayed or withheld), be subject ) and to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party join in connection with the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control of defense of a claim shall not be obligated to pay the fees and expenses of more than one (1) counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in action, or proceeding at its own cost and expense. In no event shall either Party institute, settle, or otherwise resolve any claim or potential claim, action, or proceeding relating to the reasonable judgment Services or arising out of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claim. 4.3.4 No Indemnifying party shall, this Agreement without the prior written consent of the Indemnified partyother Party, which consent to the entry of any judgment shall not unreasonably be withheld or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigationdelayed. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

Indemnification Process. 4.3.1 Any person entitled A. Subject to indemnification the terms of this Agreement and upon a receipt of notice of the assertion of a claim or of the commencement of any suit, action or proceeding that is a third party claim against an Indemnified Party the Seller Service Providers, pursuant to Sections 4.1 (i) above, or 4.2 Buyer, pursuant to (eachii) above (in each case the “Indemnitor”), an “on behalf of such Indemnified Party”) shall: (a) if a claim is to be made against , will promptly notify Buyer or Seller Service Provider, as the case may be, in writing of any person (the “Indemnifying Party”) for indemnification hereunder, give prompt actual or potential Loss under this Section 10. Such written notice is herein referred to as a “Notice of Claim”. A Notice of Claim will specify, in reasonable detail, the facts known to the Indemnifying Indemnified Party of the losses, claims, damages, liabilities or out-of-pocket expenses (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the Indemnifying Party); and (b) unless in regarding the Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and Indemnifying Party may exist with respect to such claim, permit such Indemnifying Party to assume control of claim against the defense of such claim with counsel reasonably satisfactory Indemnitor. Subject to the terms of this Agreement, the failure to provide (or timely provide) a Notice of Claim will not affect an Indemnified Party. If such defense ’s rights to indemnification; provided, however, that Indemnitor is assumed, the Indemnifying Party shall not, without its consent (such consent shall not be unreasonably withheld), be subject obligated to any liability for any settlement made by the Indemnified Party. 4.3.2 If such control of defense is assumed, the Indemnifying Party shall not be subject to any liability to indemnify the Indemnified Party for the increased amount of any legal Loss which would otherwise have been payable to the extent that the increase resulted from the failure to deliver timely a Notice of Claim. B. Indemnitor will defend, in good faith and at its expense, any claim or demand set forth in a Notice of Claim relating to a third party claim, and the affected Indemnified Party, at its expense, may participate in the defense. An Indemnified Party may not settle or compromise any third party claim so long as Indemnitor is defending it in good faith. If Indemnitor elects not to contest a third party claim, the Indemnified Party may undertake its defense, and Indemnitor will be bound by the results obtained by such Indemnified Party. Indemnitor may at any time request that the affected Indemnified Party agree to the abandonment of the contest of the third party claim or to the payment or compromise by Indemnitor of the asserted claim or demand. If such Indemnified Party does not object in writing within fifteen (15) days of Indemnitor’s request, Indemnitor may proceed with the action stated in the request. If, within that fifteen (15) day period, such Indemnified Party notifies Indemnitor in writing that it has determined that the contest should be continued, Indemnitor will be liable under this Section 10 only for an amount up to the amount which Client had proposed be accepted in payment or compromise. This Subsection (B) is subject to the rights of any insurance carrier of an Indemnified Party that is defending the third party claim. C. Indemnitor will (a) consult with the affected Indemnified Party throughout the pendency of the third party claim regarding the investigation, defense, settlement, trial, appeal or other resolution of the third party claim and (b) afford such Indemnified Party the opportunity to be associated in the defense of the third party claim. The Parties will cooperate in the defense of the third party claim. The Indemnified Party will make available to Indemnitor or its representatives all records and other materials reasonably required by them for use in contesting any third party claim (subject to obtaining an agreement to maintain the confidentiality of confidential or proprietary materials in a form reasonably acceptable to both Indemnitor and such Indemnified Party). If requested by Indemnitor, the affected Indemnified Party will cooperate with Indemnitor and its counsel in contesting any third party claim that Indemnitor elects to contest or, if appropriate, in making any counterclaim against the person asserting the claim or demand, or any cross-complaint against any person. Indemnitor will reimburse such Indemnified Party for any expenses subsequently incurred by the Indemnified Party in connection cooperating with or acting at the defense thereof. 4.3.3 An Indemnifying Party who is not entitled to, or elects not to, assume the control request of defense of a claim shall not be obligated to pay the fees and Indemnitor. Any such expenses of more than one (1) counsel for all parties indemnified incurred by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other of such Indemnified Parties with respect to such claimduring the Service Period shall be a Reimbursable Cost or a credit against Reimbursable Costs, as the case may be. 4.3.4 No Indemnifying party shall, without the prior written consent of the Indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the Indemnifying Party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such Indemnified Party or which settlement 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 or litigation. 4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.