Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an a Person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 Section 14.1 may apply, the Indemnified Party Person shall notify the Indemnifying indemnifying Interconnection Party of such fact. Any failure of or delay in such notification shall not affect a an Interconnection Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Interconnection Party. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying indemnifying Interconnection Party with respect to the matter for which indemnification is claimed. The indemnifying Interconnection Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Interconnection Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying indemnifying Interconnection Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying indemnifying Interconnection Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Interconnection Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Interconnection Party. Notwithstanding the foregoing, the Indemnifying indemnifying Interconnection Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying indemnifying Interconnection Party, in such event the Indemnifying indemnifying Interconnection Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an a Person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 Section 12.1 above may apply, the Indemnified Party Person shall notify the Indemnifying Party indemnifying Constructing Entity of such fact. Any failure of or delay in such notification shall not affect a PartyConstructing Entity’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Partyindemnifying Constructing Entity. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying Party indemnifying Constructing Entity with respect to the matter for which indemnification is claimed. The indemnifying Constructing Entity shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party indemnifying Constructing Entity and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party indemnifying Constructing Entity and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Partyindemnifying Constructing Entity, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party indemnifying Constructing Entity shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Partyindemnifying Constructing Entity. Notwithstanding the foregoing, the Indemnifying Party indemnifying Constructing Entity (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Partyindemnifying Constructing Entity, in such event the Indemnifying Party indemnifying Constructing Entity shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may applyWhen seeking indemnification under this Agreement, the Indemnified Party shall will promptly notify the Indemnifying Party in writing of such factany claims or Losses subject to indemnity. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial notice to the Indemnifying Party will relieve the Indemnifying Party of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Losses. Within fifteen (15) days following receipt of written notice from an Indemnified Party. Except as stated below, but no later than ten (10) days before the date on which any response to a complaint or summons is due, the Indemnifying Party will notify the Indemnified Party in writing (a) acknowledging its indemnification obligation and assuming control of the defense and settlement of the claims or Losses (a “Notice of Election”) or (b) of its good faith dispute of liability, which such dispute shall be resolved in accordance with Section 10 of this Agreement. If the Indemnifying Party delivers a Notice of Election, the Indemnifying Party will have the sole right to assume conduct the defense thereof with counsel designated by such of any claims or Losses and all negotiations for compromise or settlement, except that: (i) the Indemnifying Party will not enter into any compromise or settlement that will have the effect of constituting an admission of liability by the Indemnified Party, or creating any liability or obligation (whether legal or equitable) on the Indemnified Party’s part, without the prior written consent of the Indemnified Party, (ii) no compromise or settlement is authorized unless the Indemnified Party is completely released of liability under the compromise or settlement, and reasonably satisfactory (iii) the Indemnified Party will be entitled to obtain counsel at its own expense and assist in the handling of any claim. Any counsel selected by the Indemnifying Party to defend the Indemnified Party will be subject to the reasonable approval of the Indemnified Party. If the defendants in Indemnifying Party, after receiving notice of any such action include one Losses, fails to deliver a Notice of Election within the timeframe set forth herein or more Indemnified Parties and the Indemnifying Party and if otherwise fails to acknowledge its obligation of indemnification, the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available (without further notice to the Indemnifying Party) retain counsel and undertake the defense, compromise or settlement of the Losses. The Indemnifying Party will promptly reimburse the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees for all costs and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitledincurred in defending against the Losses, at its expense, to participate in any such action, suit or proceeding, including the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense payment of any such actionfinal, suit non-appealable judgment or proceedings if and to award or the extent that, in the opinion costs of compromise or settlement of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedLosses.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. Other than the indemnity obligations set forth in Article 12.1, in no event shall any Party be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under separate agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

Indemnity Procedures. Promptly after receipt by an a Person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 section 14.1 may apply, the Indemnified Party Person shall notify the Indemnifying indemnifying Interconnection Party of such fact. Any failure of or delay in such notification shall not affect a an Interconnection Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Interconnection Party. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying indemnifying Interconnection Party with respect to the matter for which indemnification is claimed. The indemnifying Interconnection Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Interconnection Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying indemnifying Interconnection Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying indemnifying Interconnection Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Interconnection Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Interconnection Party. Notwithstanding the foregoing, the Indemnifying indemnifying Interconnection Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying indemnifying Interconnection Party, in such event the Indemnifying indemnifying Interconnection Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 18.2 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 17.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by Any indemnified Party submitting an indemnity claim under Section 6.01 or 6.02, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 6.01 or 6.02, as applicable (“Indemnifying Party”), of any such claim in writing and furnish the Indemnifying Party with a copy of each communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice of the commencement of any action or administrative or legal proceeding or investigation as pursuant to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party this clause (a) shall notify relieve the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s its indemnification obligation unless obligations, except to the extent such failure or delay is materially prejudicial to prejudices the Indemnifying Party. Except ’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as stated belowthe Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that, in the case of clause (b) or (c), the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partynot, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not be unreasonably withheldimpose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this ARTICLE VI to the contrary, conditioned with respect to any claim covered by Section 6.01 or delayed6.02, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party indemnified person shall notify the Indemnifying Party Interconnection Customer of such fact. Any failure of or delay in such notification shall not affect a Party’s Interconnection Customer's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying PartyInterconnection Customer. Except as stated below, the Indemnifying Party Interconnection Customer shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party Interconnection Customer and reasonably satisfactory to the Indemnified Partyindemnified person. If the defendants in any such action include one or more Indemnified Parties indemnified persons and the Indemnifying Party Interconnection Customer, and if the Indemnified Party indemnified person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties indemnified persons which are different from or additional to those available to the Indemnifying PartyInterconnection Customer, the Indemnified Party indemnified person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party Interconnection Customer shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party indemnified person or Indemnified Parties indemnified persons having such differing or additional legal defenses. The Indemnified Party indemnified person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying PartyInterconnection Customer. Notwithstanding the foregoing, the Indemnifying Party Interconnection Customer (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party indemnified person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Partyindemnified person, or there exists a conflict or adversity of interest between the Indemnified Party indemnified person and the Indemnifying PartyInterconnection Customer, in such event the Indemnifying Party Interconnection Customer shall pay the reasonable expenses of the Indemnified Partyindemnified person, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Partyindemnified person, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party indemnified person shall notify the Indemnifying indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Party and reasonably satisfactory to the Indemnified Partyindemnified person. If the defendants in any such action include one or more Indemnified Parties indemnified persons and the Indemnifying indemnifying Party and if the Indemnified Party indemnified person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties indemnified persons which are different from or additional to those available to the Indemnifying indemnifying Party, the Indemnified Party indemnified person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party indemnified person or Indemnified Parties indemnified persons having such differing or additional legal defenses. The Indemnified Party indemnified person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Party. Notwithstanding the foregoing, the Indemnifying indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party indemnified person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Partyindemnified person, or there exists a conflict or adversity of interest between the Indemnified Party indemnified person and the Indemnifying indemnifying Party, in such event the Indemnifying indemnifying Party shall pay the reasonable expenses of the Indemnified Partyindemnified person, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Partyindemnified person, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Party. Except as stated below, the Indemnifying The indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Party. Notwithstanding the foregoing, the Indemnifying indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying indemnifying Party, in such event the Indemnifying indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the t he Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an the Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly A Person entitled to indemnification pursuant to either Section 10.1 or Section 10.2 will hereinafter be referred to as an “Indemnitee.” A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an “Indemnitor.” In the event an Indemnitee is seeking indemnification under either Section 10.1 or Section 10.2, the Indemnitee will inform the Indemnitor of a claim as soon as reasonably practicable after receipt by an Indemnified Party of any claim or it receives notice of the commencement claim, it being understood and agreed that the failure by an Indemnitee to give notice of any action or administrative or legal proceeding or investigation a claim as provided in this Section 10.3 will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to which the indemnity provided for in Article 18.1 may applyextent that such Indemnitor is actually prejudiced as a result of such failure to give notice. The Indemnitee will permit the Indemnitor to assume direction and control of the defense of the claim (including, subject to this Section 10.3, the Indemnified Party shall notify right to settle the Indemnifying Party claim solely for monetary consideration to be paid by the Indemnitor), and, at the Indemnitor’s expense, will co-operate as reasonably requested in the defense of such factthe claim. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall The Indemnitee will have the right to assume retain its own counsel at its own expense; provided that, if the Indemnitor assumes control of such defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party Indemnitee reasonably concludes, based on advice from counsel, that the Indemnitor and if the Indemnified Party reasonably concludes that there may be legal defenses available Indemnitee have conflicting interests with respect to it and/or other Indemnified Parties which are different from such action, suit, proceeding or additional to those available to the Indemnifying Partyclaim, the Indemnified Party shall have Indemnitor will be responsible for the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the reasonable fees and expenses of one additional attorney counsel to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesthe Indemnitee solely in connection therewith. The Indemnified Party shall be entitledIndemnitor may not settle such action or claim, at its expenseor otherwise consent to an adverse judgment in such action or claim, to participate in any such action, suit manner which admits liability or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion wrongdoing of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyIndemnitee, or there exists a conflict which would subject the Indemnitee to an injunction, or adversity of interest between if such settlement or judgment would materially diminish or limit or otherwise adversely affect the Indemnified Party and the Indemnifying Partyrights, in such event the Indemnifying Party shall pay the reasonable expenses activities or financial interests of the Indemnified PartyIndemnitee, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the express written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedIndemnitee.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such which event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or the other Indemnified Parties Party which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly A party seeking indemnity under this Section 14 (Indemnity) shall: (i) promptly after receipt by an Indemnified Party of any claim or receiving notice of the commencement of a claim or litigation for which indemnity may be sought under this Section 14 (Indemnity), give the indemnifying party prompt notice thereof, together with any and all documentation received related to such claim or litigation; (ii) give the indemnifying party full control over the defense and settlement of any claim or litigation for which indemnification is sought under this Section 14 (Indemnity), except to extent such claim involves a proceeding with any Governmental Authority or action by or administrative against any customer of Xxxxxx or legal proceeding Client; and (iii) reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, to facilitate the defense or investigation as settlement of any such claim or litigation; provided, however, that a failure to which comply with the indemnity provided for in Article 18.1 may apply, foregoing procedures shall relieve the Indemnified Party shall notify indemnifying party from its obligation to indemnify solely to the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless extent that such failure or delay is materially prejudicial results in prejudice to the Indemnifying Partyindemnifying party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there The party seeking indemnification may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense or negotiations at its own expense to protect its interests, except to extent such claim involves a proceeding with any Governmental Authority or action by or against any customer of Xxxxxx or Client. The indemnifying party shall not enter into any settlement agreement that impairs the rights or expands the obligations or admits wrongdoing of the party seeking indemnification without the prior consent of such party; provided, however, that the indemnifying party may settle any claim or cause of action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in such claim seeks monetary damages if the opinion indemnifying party agrees to pay such monetary damages and that the other party to this Agreement is not required to admit wrongdoing or is not otherwise negatively impacted by the settlement of the Indemnified Party and its counsel, such claim or cause of action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice of demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or sought to be collected from an Indemnified Person by a third party (the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply“Action”), the Indemnified Party Person shall promptly notify the Indemnifying Party indemnifying party of such fact. Any failure Action, specifying the nature of such claim or delay in such notification demand and the amount or the estimated amount thereof to the extent feasible (which estimate shall not affect a Party’s indemnification obligation unless be conclusive of the final amount of such claims and demand) (the “Claim Notice”). The failure or delay is materially prejudicial to provide the Claim Notice to the Indemnifying Party. Except as stated below, indemnifying party promptly will not relieve the Indemnifying Party shall indemnifying party of any liability it may have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If Person giving the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available Claim Notice, except to the Indemnifying Party, extent that the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in indemnifying party demonstrates that the defense of such action on its own behalf. In is prejudiced by the indemnifying party’s failure to give such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesClaim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the “Notice Period”) to notify the Indemnified Party shall be entitledPerson, (1) whether or not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or demand and (2) notwithstanding any such dispute, whether or not the indemnifying party desires, at its sole cost and expense, to participate defend the Indemnified Person against such claim or demand in any which case the indemnifying party shall assume all past and future responsibility for such action, suit or proceeding, action and shall reimburse the Indemnified Person for all expenses in connection with the Action. Notwithstanding the assumption by the indemnifying party of the defense of which has been assumed any Action, the Indemnified Person shall be permitted to participate in such defense at its cost and expense. (b) Pending the resolution of any dispute by the Indemnifying Partyindemnifying party of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld so long as the Indemnified Person suffers no economic loss thereby and such settlement includes an unconditional term thereof given by the claimant or plaintiff of a release of the Indemnified Person from all liability with respect to the claim or demand. Notwithstanding the foregoing, if it is reasonably likely that damages in such Action would result in an injunction or other equitable relief then the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such actionIndemnified Person may, suit or proceedings if and by notice to the extent thatindemnifying party, assume the right to defend, compromise or settle such Action; provided, the indemnifying party may participate in such Action at its expense and; provided, further, no such Action shall be settled without the opinion consent of both the Indemnified Person and the indemnifying party. (c) In the event that an indemnifying party notifies the Indemnified Person within the Notice Period that the indemnifying party desires to defend the Indemnified Person against such claim or demand, then, except as hereinafter provided, the indemnifying party shall have the right and obligation to defend the Indemnified Person by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the indemnifying party to a final conclusion in such a manner as to avoid any risk of the Indemnified Party and its counselPerson becoming subject to liability for any other matter; provided, such actionhowever, suit or proceeding involves the potential imposition of criminal liability on indemnifying party shall not, without the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses prior written consent of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment against the Indemnified Person or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Person of a release, in form and substance satisfactory to such Indemnified Person, as the case may be, from all liability with respect to such claim or litigation. If any action, suit or proceeding Indemnified Person desires settlement without the prior consent of the Indemnified Partyindemnifying party, which consent shall not be unreasonably withheld, conditioned it may do so at its sole cost and expense. (d) If the indemnifying party elects not to defend the Indemnified Person against such Action, whether by not giving the Indemnified Person timely notice as provided above, or delayedotherwise, then the Action may be defended by the Indemnified Person at the indemnifying party’s cost and expense (without imposing any obligation on any Indemnified Person to defend any such claim or demand), in which case it may defend such Action in such a manner as it may deem appropriate (including settlement) and then that portion thereof as to which such defense is unsuccessful, in each case, shall be conclusively deemed to be a liability of the indemnifying party hereunder; provided that if the indemnifying party shall have disputed its liability to the Indemnified Person hereunder, as provided in Section 8.03(a) above, then such determination or settlement shall not affect the right of the indemnifying party to dispute the Indemnified Person’s claim for indemnification. (e) In the event an Indemnified Person should have a claim against the indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Person shall promptly send a Claim Notice with respect to such claim to the indemnifying party. If the indemnifying party disputes its liability with respect to such claim or demand, the Indemnified Person shall have the right to pursue all of its legal and equitable remedies against the indemnifying party for indemnity hereunder.

Indemnity Procedures. Promptly after receipt by Any indemnified party submitting an indemnity claim under Section 7.01 or 7.02, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 7.01 or 7.02, as applicable (“Indemnifying Party”), of any such claim or notice in writing and furnish the Indemnifying Party with a copy of the commencement of any applicable communication, notice or other action or administrative or legal proceeding or investigation as relating to the event for which the indemnity is sought; provided for in Article 18.1 may apply, the Indemnified Party that no failure to provide such notice pursuant to this clause (a) shall notify relieve the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s its indemnification obligation unless obligations, except to the extent such failure or delay is materially prejudicial to prejudices the Indemnifying Party. Except ’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as stated belowthe Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that in the case of the foregoing clauses (b) and/or (c), the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partynot, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not be unreasonably withheldimpose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Article VII to the contrary, conditioned with respect to any claim covered by Section 7.01 or delayed7.02, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 8.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified A Party of any claim or seeking indemnification for a Third-Party Claim under this Article 9 shall give the Indemnitor written notice of the commencement Third-Party Claim promptly (and in any event no later than fifteen (15) calendar days after the service of the citation or summons). The failure to give timely notice as set forth in the immediately preceding sentence will not affect rights to indemnification under this Agreement, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any action or administrative or legal proceeding or investigation as such Third-Party Claim by giving written notice to which the Party seeking indemnity; such election will be effective immediately upon receipt by the Party seeking indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such factwritten notice of election. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall The Indemnitor will have the right to assume the defense thereof with employ counsel designated by such Indemnifying Party and reasonably satisfactory acceptable to the Indemnified Party. If the defendants in Party seeking indemnity to defend any such action include one Third-Party Claim, or more Indemnified Parties and to compromise, settle, or otherwise dispose of the Indemnifying Party and same, if the Indemnified Party reasonably concludes that there may be legal defenses available Indemnitor deems it advisable to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partydo so, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, all at its Indemnitor’s expense, except that the Indemnitor must not settle, or consent to participate in any entry of judgment in, any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Third-Party Claim without obtaining either: (i) shall not be entitled an unconditional release of the Party seeking indemnity (and all of its other Indemnified Parties) from all liability with respect to assume all claims underlying such Third-Party Claim or (ii) the prior written consent of the Party seeking indemnity. The Parties will fully cooperate with each other and control will make available to each other any books or records reasonably useful for the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Third-Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedClaim.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 18.2 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice of the commencement of any action demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or administrative or legal proceeding or investigation as sought to which the indemnity provided for in Article 18.1 may applybe collected from an Indemnified Person by a third party (an “Action”), the Indemnified Party Person shall promptly notify the Indemnifying Party indemnifying party of such fact. Any failure Action, specifying the nature of such claim or delay in such notification demand and the amount or the estimated amount thereof to the extent feasible (which estimate the parties agree shall not affect a Party’s indemnification obligation unless be conclusive of the final amount of such claims and demand) (the “Claim Notice”). The failure or delay is materially prejudicial to provide the Claim Notice to the Indemnifying Party. Except as stated below, indemnifying party promptly will not relieve the Indemnifying Party shall indemnifying party of any liability it may have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If Person giving the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available Claim Notice, except to the Indemnifying Party, extent that the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in indemnifying party demonstrates that the defense of such action on its own behalf. In is actually and materially prejudiced by the indemnifying party’s failure to give such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesClaim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the “Notice Period”) to notify the Indemnified Party shall be entitledPerson, (1) whether or not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or demand and (2) notwithstanding any such dispute, whether or not the indemnifying party desires, at its sole cost and expense, to participate defend the Indemnified Person against such claim or demand in any which case the indemnifying party shall assume all past and future responsibility for such action, suit or proceeding, action and shall reimburse the Indemnified Person for all expenses in connection with the Action. Notwithstanding the assumption by the indemnifying party of the defense of which has been assumed any Action, the Indemnified Person shall be permitted to participate in such defense at its cost and expense. (b) Pending the resolution of any dispute by the Indemnifying Partyindemnifying party of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld so long as the Indemnified Person suffers no economic loss thereby and such settlement includes an unconditional term thereof given by the claimant or plaintiff of a release of the Indemnified Person from all liability with respect to the claim or demand. Notwithstanding the foregoing, if it is reasonably likely that damages in such Action would result in an injunction or other equitable relief then the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such actionIndemnified Person may, suit or proceedings if and by notice to the extent thatindemnifying party, assume the right to defend, compromise or settle such Action; provided, the indemnifying party may participate in such Action at its expense and; provided, further, no such Action shall be settled without the opinion consent of both the Indemnified Person and the indemnifying party. (c) In the event that an indemnifying party notifies the Indemnified Person within the Notice Period that the indemnifying party desires to defend the Indemnified Person against such claim or demand, then, except as hereinafter provided, the indemnifying party shall have the right and obligation to defend the Indemnified Person by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the indemnifying party to a final conclusion in such a manner as to avoid any risk of the Indemnified Party and its counselPerson becoming subject to liability for any other matter; provided, such actionhowever, suit or proceeding involves the potential imposition of criminal liability on indemnifying party shall not, without the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses prior written consent of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment against the Indemnified Person or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Person of a release, in form and substance satisfactory to such Indemnified Person, as the case may be, from all liability with respect to such claim or litigation. If any action, suit or proceeding Indemnified Person desires settlement without the prior consent of the Indemnified Partyindemnifying party, which consent shall not be unreasonably withheld, conditioned it may do so at its sole cost and expense. (d) If the indemnifying party elects not to defend the Indemnified Person against such Action, whether by not giving the Indemnified Person timely notice as provided above, or delayedotherwise, then the Action may be defended by the Indemnified Person at the indemnifying party’s cost and expense (without imposing any obligation on any Indemnified Person to defend any such claim or demand), in which case it may defend such Action in such a manner as it may deem appropriate (including settlement) and then that portion thereof as to which such defense is unsuccessful, in each case, shall be conclusively deemed to be a liability of the indemnifying party hereunder; provided that if the indemnifying party shall have disputed its liability to the Indemnified Person hereunder, as provided in Section 8.03(a) above, then such determination or settlement shall not affect the right of the indemnifying party to dispute the Indemnified Person’s claim for indemnification. (e) In the event an Indemnified Person should have a claim against the indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Person shall promptly send a Claim Notice with respect to such claim to the indemnifying party. If the indemnifying party disputes its liability with respect to such claim or demand, the Indemnified Person shall have the right to pursue all of its legal and equitable remedies against the indemnifying party for indemnity hereunder.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of If any claim shall be asserted, or notice of the commencement of any action action, suit or administrative other proceeding shall be instituted, by a third party against (i) any Owner Indemnitee or legal proceeding or investigation (ii) any Proinvest Indemnitee (each an “Indemnified Party”) with respect to any occurrence as to which the other party (an “Indemnifying Party”) shall have any indemnity provided for in Article 18.1 may applyobligation under this Agreement, the such Indemnified Party shall promptly notify the Indemnifying Party of the assertion of such fact. Any failure of claim, action, suit or delay in such notification proceeding and shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial tender the defense and, subject to the next succeeding paragraph, settlement or compromise of any such claim, action, suit or proceeding to Indemnifying Party for conduct thereof by Indemnifying Party. Except as stated belowIndemnifying Party shall timely commence and diligently continue such defense, the settlement or compromise at Indemnifying Party’s sole expense. Indemnifying Party shall have the right to assume select counsel, subject to Indemnified Party’s prior written approval, which approval shall not be unreasonably withheld or delayed, for such defense. Should any such claim, action, suit or proceeding result in a final and unappealable judgment, Indemnifying Party shall promptly pay the defense thereof same. Indemnified Party agrees to cooperate with counsel designated by Indemnifying Party to the extent Indemnifying Party may reasonably request such cooperation but at the sole expense of Indemnifying Party. Indemnifying Party shall succeed to and have the benefit of all the defenses, claims and other rights of each Indemnified Party relating to or affecting any obligation or liability of Indemnifying Party under this indemnity, and each Indemnified Party agrees to fully disclose any and all such defenses, claims and other rights to Indemnifying Party and reasonably satisfactory upon request to promptly execute any documents and take any other action (at the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to sole expense of the Indemnifying Party) necessary or desirable to further assure Indemnifying Party the right to the benefit of such defenses, the claims or other rights. Indemnified Party shall have the right (but shall not have the obligation) upon notice to select separate counsel Indemnifying Party, at any time and at its own cost and expense, to assert such legal defenses and to otherwise participate in the defense of any such action on claim, action, suit or proceeding, to be represented by counsel of its own behalf. In such instanceschoice (provided, however, that the Indemnifying Party shall only not be required to pay liable under this subparagraph for the fees and expenses of more than one additional attorney set of counsel for all Indemnified Parties unless a conflict of interest exists between or among Indemnified Parties) and to represent an assert in any such action, suit or proceeding any counterclaims or cross claims Indemnified Party may have. In the event Indemnifying Party fails to timely commence the defense, settlement or Indemnified Parties having such differing or additional legal defenses. The compromise thereof, Indemnified Party shall be entitled, at its expensehave the right (but shall not have the obligation) upon notice to Indemnifying Party and failure of Indemnifying Party to act, to participate defend, settle, compromise or take such other action as Indemnified Party shall deem necessary in connection with any such claim, action, suit or proceeding and, in the event it is determined that Indemnified Party was entitled to be indemnified under this Article X by Indemnifying Party, shall have the right to be indemnified by Indemnifying Party for the entire cost of defense, including attorneys’ fees and disbursements and experts’ fees and expenses (including those incurred in connection with appellate proceedings). Notwithstanding the foregoing, if any party making such claim, or any party to any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled take any action to assume and control the defense of create or impose any such action, suit lien or proceedings if and to the extent that, in the opinion encumbrance on any of the assets of Indemnified Party and its counselin respect of such claim, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the if any judgment shall be entered which would result in Indemnified Party and being obligated to pay the Indemnifying Partysame, in such event the Indemnifying Party shall pay provide such bond, deposit or take such other action as shall be required to prevent the reasonable expenses creation or imposition of the Indemnified Partyany such lien, and (ii) to stay the execution of such judgment pending any appeal or other proceeding prior to final entry thereof. Indemnifying Party shall not have the right to settle or consent to the entry of compromise any judgment in any such claim, action, suit or proceeding without the prior written consent of Indemnified Party provided that, at the time of such settlement or compromise, Indemnifying Party shall satisfy and discharge any and all liability of Indemnified Party resulting therefrom or shall post security reasonably satisfactory to the Indemnified Party to assure the ultimate satisfaction and discharge of such liability and provided that such settlement or compromise shall not require an admission of liability or wrongdoing by Indemnified Party. Except as provided in the preceding sentence, Indemnifying Party shall not settle or compromise any such claim, action, suit or proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The failure or delay of Indemnified Party to promptly notify Indemnifying Party of the institution of any claim, action, suit or other proceeding shall not release or otherwise limit the indemnification obligation of Indemnifying Party except to the extent that Indemnifying Party shall be prejudiced by the failure or delay of Indemnified Party to give Indemnifying Party notice of such action, suit or proceeding.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of If any claim or notice of action is asserted against a party entitled to an indemnity hereunder (as applicable, the commencement of any action or administrative or legal proceeding or investigation as “Indemnified Party”) that would entitle such Indemnified Party to which the indemnity provided for in Article 18.1 may applyindemnification pursuant to this Section 6.1 (a “Proceeding”), the Indemnified Party shall notify will give prompt written notice thereof to the other Party (“Indemnifying Party”); provided, however, that the failure of any Indemnified Party to give timely notice hereunder will not affect its rights to indemnification hereunder, except to the extent that such failure actually prejudices the Indemnifying Party’s ability to defend against such Proceeding. The Indemnifying Party may elect to direct the defense or settlement of any such Proceeding by giving written notice to the Indemnified Party, which election will be effective immediately upon receipt by the Indemnified Party of such written notice of election. The Indemnifying Party will have the right to employ counsel to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnifying Party deems it advisable to do so, all at the expense of the Indemnifying Party; provided that the Indemnifying Party will not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the Indemnified Party from all liability with respect to all claims underlying such factProceeding; or (ii) the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Any failure An Indemnified Party will not settle, or consent to any entry of or delay judgment, in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to any Proceeding without obtaining the prior written consent of the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Each Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants Party will fully cooperate with each other in any such action include one or more Indemnified Parties Proceeding and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses will make available to it and/or each other Indemnified Parties which are different from any books or additional to those available to records useful for the Indemnifying Partydefense of any such Proceeding. Notwithstanding the foregoing, in any event, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise (x) participate in the defense and/or settlement of such action on any Proceeding with its own behalf. In such instancescounsel at its own expense, or (y) control, pay or settle any Proceeding which the Indemnifying Party shall only be required have undertaken to pay defend so long as the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, also waive any right to participate in any such action, suit or proceeding, the defense of which has been assumed indemnification therefor by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more includes the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one an additional attorney to represent an the Indemnified Party or Indemnified Parties having such differing or additional legal defensesParty. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.. 41 SERVICE AGREEMENT NO. 2515

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 Section 13.2 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the an Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably reasonably withheld, conditioned or delayed. .

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional an attorney to represent an the Indemnified Party or Indemnified Parties having such differing or additional legal defensesParty. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.. -36 SERVICE AGREEMENT NO. 2217

Indemnity Procedures. Promptly after receipt All claims for indemnification by any Indemnified Party under Section 9.2 (other than claims for indemnification with respect to Taxes, which shall be governed exclusively by Article VI) shall be asserted and resolved as set forth in this Section 9.3. (a) In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2 is asserted against or sought to be collected from such Indemnified Party by a Person other than Seller, Purchaser or any Affiliate of any claim Seller or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may applyPurchaser (a “Third Party Claim”), the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect promptly deliver a Party’s indemnification obligation unless such failure or delay is materially prejudicial Claim Notice to the Indemnifying Party. Except as stated belowWith respect to any Third Party Claim, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in control the defense of such action on Third Party Claim at the Indemnifying Party’s sole cost and expense, including the right to settle such Third Party Claim, if the Indemnifying Party gives notice of its own behalf. In intention to do so to the Indemnified Party within five (5) Business Days of the receipt of notice from the Indemnified Party of such instancesThird Party Claim; provided, however, that if the proposed settlement provides for relief other than the payment of money damages, the Indemnifying Party shall may settle such Third Party Claim only be required to pay with the fees and expenses consent of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that if there exists a conflict or adversity of interest between that would make it inappropriate in the reasonable judgment of the Indemnified Party, upon consultation with legal counsel, 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 such event each jurisdiction for which the Indemnified Party reasonably determines counsel is required, at the sole cost and expense of the Indemnifying Party. The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim, including in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnifying Party or any of its Affiliates). The Indemnified Party may, at its sole cost and expense, retain separate counsel to participate in, but not control, any defense or settlement of any Third Party Claim. The Indemnified Party shall pay be entitled to retain, at the reasonable expenses sole cost and expense of the Indemnified Indemnifying Party, and (ii) shall not settle its own counsel to control or consent to the entry of any judgment participate in any actionThird Party Claim if the Indemnified Party reasonably determines that the Indemnifying Party fails to defend appropriately such Third Party Claim. (b) If the Indemnifying Party elects not to defend such Third Party Claim or fails to notify the Indemnified Party in writing of its election to defend as provided in Section 9.3(a), suit the Indemnified Party may pay, compromise or proceeding without defend such Third Party Claim and seek indemnification under Section 9.2 for any and all Losses based upon, arising from or relating to such Third Party Claim; provided, however, that if any proposed settlement provides for relief other than the payment of money damages, the Indemnified Party may settle such Third Party Claim only with the consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In the event any Indemnified Party should have a claim under Section 9.2 against any Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party shall promptly deliver an Indemnity Notice to the Indemnifying Party. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party has been materially prejudiced by reason of such failure. (d) In the event of any claim for indemnity under Section 9.2, the Indemnified Party agrees to give the Indemnifying Party and its Affiliates and their respective Representatives reasonable access to the Books and Records will use reasonable efforts to provide reasonable access to employees of the Business and the Purchased Entities in connection with the matters for which indemnification is sought, to the extent the Indemnifying Party reasonably deems necessary in connection with its rights and obligations under this Article IX.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or demand for which an indemnifying party may be liable to a Guarantor Indemnified Person or a Purchaser Indemnified Person (each, an “Indemnified Person”) is made by a third party (an “Action”), the Person receiving notice of such claim or demand shall promptly notify the commencement indemnifying party and Indemnified Person, as applicable, in writing of such Action, specifying the nature of such claim or demand in reasonable detail and the amount or the estimated amount thereof to the extent feasible (which estimate the Parties agree shall not be conclusive of the final amount of such claims and demand) (the “Claim Notice”). The failure to provide the Claim Notice to the indemnifying party promptly will not relieve the indemnifying party of any action or administrative or legal proceeding or investigation as liability it may have to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify Person giving the Indemnifying Party Claim Notice, except to the extent that the indemnifying party demonstrates that the defense of such fact. Any action is actually and materially prejudiced by the Indemnified Person’s failure to give such Claim Notice promptly. (b) The indemnifying party shall assume defense of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof Action with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Person by appropriate proceedings, which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party proceedings shall be entitled, at its expense, to participate in any such action, suit promptly settled or proceeding, the defense of which has been assumed prosecuted by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled indemnifying party to assume and control the defense of a final conclusion in such a manner as to avoid any such action, suit or proceedings if and to the extent that, in the opinion risk of the Indemnified Party and its counselPerson becoming subject to liability for any other matter; provided, such actionhowever, suit or proceeding involves the potential imposition of criminal liability on indemnifying party shall not, without the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses prior written consent of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment against the Indemnified Person or enter into any settlement or compromise which (i) involves financial compensation by the Indemnified Person, and (ii) does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Person of a release, in form and substance reasonably satisfactory to such Indemnified Person, as the case may be, from all liability with respect to such claim or litigation. The Indemnified Person shall also be permitted to participate in the defense of any actionAction at its sole cost and expense. In any event, suit the Indemnified Person and the indemnifying party shall provide reasonable cooperation and assistance to the other and its counsel in connection with the defense or proceeding without settlement of any Action. (c) If the consent indemnifying party fails to assume defense of the Indemnified PartyPerson against such Action within five (5) Business Days of receipt of the Claim Notice, then the Action may be defended by the Indemnified Person at the indemnifying party’s cost and expense (without imposing any obligation on any Indemnified Person to defend any such claim or demand), in which case it may defend such Action in such a manner as it may deem appropriate (including settlement) and then that portion thereof as to which such defense is unsuccessful, in each case shall be deemed to be a liability of the indemnifying party hereunder. (d) In the event an Indemnified Person should have a claim against the indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be unreasonably withheldcollected from it by a third party, conditioned the Indemnified Person shall promptly send a Claim Notice with respect to such claim to the indemnifying party. If the indemnifying party disputes its liability with respect to such claim or delayeddemand, the Indemnified Person shall have the right to pursue all of its legal and equitable remedies against the indemnifying party for indemnity hereunder.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of If any claim or action is asserted that would entitle a Moneyline Indemnitee or TalkPoint Indemnitee (each, an "Indemnitee") to indemnification under either of the foregoing Sections 7.1 and 7.2 (a "Proceeding"), the Indemnitee will give written notice thereof to the Party from whom indemnification is sought (the "Indemnitor") promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided that the failure of the Indemnitee to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Proceeding by giving written notice to the Indemnitee, which election will be effective immediately upon receipt by the Indemnitee of such written notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such factelection. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall The Indemnitor will have the right to assume the defense thereof with employ counsel designated by such Indemnifying Party and reasonably satisfactory acceptable to the Indemnified PartyIndemnitee to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the Indemnitee (and its Affiliates and each of their respective officers, directors and employees) from all liability with respect to all claims underlying such Proceeding; or (ii) the prior written consent of the Indemnitee. If An Indemnitee will not settle, or consent to any entry of judgment, in any Proceeding without obtaining the defendants prior written consent of the Indemnitor. The Parties will fully cooperate with each other in any such action include one or more Indemnified Parties Proceeding and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses shall make available to it and/or each other Indemnified Parties which are different from any books or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control records useful for the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedProceeding.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an a person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 this Section 12 may apply, the Indemnified Party Person shall notify the Indemnifying Party indemnifying Constructing Entity of such fact. Any failure of or delay in such notification shall not affect a PartyConstructing Entity’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Partyindemnifying Constructing Entity. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying Party indemnifying Constructing Entity with respect to the matter for which indemnification is claimed. The indemnifying Constructing Entity shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party indemnifying Constructing Entity and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party indemnifying Constructing Entity and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Partyindemnifying Constructing Entity, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party indemnifying Constructing Entity shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Partyindemnifying Constructing Entity. Notwithstanding the foregoing, the Indemnifying Party indemnifying Constructing Entity shall not: (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Partyindemnifying Constructing Entity, in such event the Indemnifying Party indemnifying Constructing Entity shall pay the reasonable expenses of the Indemnified Party, Person; and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. 7.4.1 In the event that at any time or from time to time after the Closing Date a person or entity entitled to indemnification pursuant to Section 7.2 or 7.3 (any such person or entity, an “Indemnitee”) shall sustain Damages against which such Indemnitee is indemnified under this Agreement, such Indemnitee shall notify the party required to provide such indemnification (such party, the “Indemnitor”) in writing of any such loss so sustained, and Indemnitor shall within thirty (30) days after transmittal of such notice pay to such Indemnitee the amount of such loss so sustained, subject to their right to contest any third-party claim which has not yet resulted in a loss, as hereinafter provided in Section 7.4.2 7.4.2 Promptly after receipt by an Indemnified Party Indemnitee of any written notice of a claim or notice of the commencement of any proceeding against it, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under Section 7.2 or 7.3, give written notice to the Indemnitor of the commencement thereof, but the failure so to notify the Indemnitor shall not relieve it of any liability that it may have to any Indemnitee, except to the extent the Indemnitor demonstrates that the defense of such action is or administrative or legal has been prejudiced thereby. In case any such proceeding or investigation as shall be brought against an Indemnitee and it shall give notice to which the indemnity provided for in Article 18.1 may applyIndemnitor of the commencement thereof, the Indemnified Party Indemnitor shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial be entitled to participate therein and, to the Indemnifying Party. Except as stated below, extent that it shall wish (unless the Indemnifying Party shall have Indemnitor is also a party to such proceeding and the right Indemnitee determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel designated by such Indemnifying Party and which is reasonably satisfactory to such Indemnitee and, after notice from the Indemnified Party. If Indemnitor to such Indemnitee of its election so to assume the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partydefense thereof, the Indemnified Party Indemnitor shall have the right not be liable to select separate such Indemnitee under such Section for any fees of such counsel or any other expenses with respect to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, in each case, subsequently incurred by such Indemnitee in connection with the defense thereof. If an Indemnitor assumes the defense of which has been assumed such proceeding, (a) no compromise or settlement thereof may be effected by the Indemnifying Party. Notwithstanding Indemnitor without the foregoing, the Indemnifying Party Indemnitee’s reasonable consent unless (i) shall not be entitled to assume and control the defense there is no finding or admission of any such action, suit violation of law or proceedings if and to the extent that, in the opinion any violation of the Indemnified Party rights of any person or entity and its counsel, such action, suit or proceeding involves no effect on any other claims that may be made against the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyIndemnitee, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (b) the Indemnitor shall not settle have no liability with respect to any compromise or settlement thereof effected without its consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, (which shall not be unreasonably withheld). If notice is given to an Indemnitor of the commencement of any proceeding and it does not, conditioned within fifteen (15) business days after the Indemnitee’s notice is given, give notice to the Indemnitee of its election to assume the defense thereof, the Indemnitor shall be bound by any determination made in such action or delayedany compromise or settlement thereof effected by the Indemenitee; provided, however, that any such determination, compromise or settlement is made or taken in good faith, based upon the relevant facts and circumstances. Notwithstanding the foregoing, if an Indemnitee determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates, other than as a result of monetary damages, such Indemnitee may, by notice to the Indemnitor, assume the exclusive right to defend, compromise or settle such proceeding, but the Indemnitor shall not be bound by any determination of a proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). 7.4.3 If any Indemnitor contests or challenges any claim or action asserted against an Indemnitee referred to in this Article, it shall do so at its own cost and expense, holding Indemnitee harmless from all costs, fees, expenses, debts, liabilities and charges in connection with such contest; shall diligently defend against any such claim; and shall hold Indemnitee’s business and assets free and harmless from any attachment, execution, judgment, lien or other legal process.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or sought to be collected from an Indemnified Person by a third party (an “Action”), the Indemnified Person shall promptly notify the indemnifying party of such Action, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent feasible (which estimate the parties agree shall not be conclusive of the commencement final amount of such claims and demand) (the “Claim Notice”). The failure to provide the Claim Notice to the indemnifying party promptly will not relieve the indemnifying party of any liability it may have to the Indemnified Person giving the Claim Notice, except to the extent that the indemnifying party demonstrates that the defense of such action is actually and materially prejudiced by the indemnifying party’s failure to give such Claim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the “Notice Period”) to notify the Indemnified Person: (1) whether or administrative not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or legal proceeding demand; and (2) notwithstanding any such dispute, whether or investigation not the indemnifying party desires, at its sole cost and expense, to defend the Indemnified Person against such claim or demand in which case the indemnifying party shall assume all past and future responsibility for such action and shall reimburse the Indemnified Person for all expenses in connection with the Action. Notwithstanding the assumption by the indemnifying party of the defense of any Action, the Indemnified Person shall be permitted to participate in such defense at its cost and expense. If the indemnifying person elects to defend the Indemnified Person, notice shall be given within the Notice Period, then the indemnifying party will have the right and obligation to defend the Indemnified Person by appropriate proceedings, which shall be followed to a final conclusion. (b) If the indemnifying party elects not to defend the Indemnified Person against such Action, whether by not giving the Indemnified Person timely notice as provided above, or otherwise, then the Action may be defended by the Indemnified Person at the indemnifying party’s cost and expense (without imposing any obligation on any Indemnified Person to defend any such claim or demand), in which case it may defend such Action in such a manner as it may deem appropriate (including settlement) and then that portion thereof as to which such defense is unsuccessful, in each case, shall be conclusively deemed to be a liability of the indemnity indemnifying party hereunder; provided that if the indemnifying party shall have disputed its liability to the Indemnified Person hereunder, then such determination or settlement shall not affect the right of the indemnifying party to dispute the Indemnified Person’s claim for in Article 18.1 may applyindemnification. (c) In the event an Indemnified Person should have a claim against the indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party Person shall notify the Indemnifying Party of promptly send a Claim Notice with respect to such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial claim to the Indemnifying Partyindemnifying party. Except as stated belowIf the indemnifying party disputes its liability with respect to such claim or demand, the Indemnifying Party Indemnified Person shall have the right to assume pursue all of its legal and equitable remedies against the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedindemnifying party for indemnity hereunder.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the 55 Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an a party entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 section 5.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party indemnifying party(ies) of such fact. Any failure of or delay in such notification shall not affect a Party’s the indemnifying party’s(ies’) indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Partyindemnifying party(ies). Except as stated below, The Indemnified Person shall cooperate with the Indemnifying Party indemnifying party(ies) with respect to the matter for which indemnification is claimed. The indemnifying party(ies) shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party indemnifying party(ies) and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party indemnifying party(ies) and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Partyindemnifying party(ies), the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party indemnifying party(ies) shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Partyindemnifying party(ies). Notwithstanding the foregoing, the Indemnifying Party indemnifying party(ies) (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Partyindemnifying party(ies), in such event the Indemnifying Party indemnifying party(ies) shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or sought to be collected from an Indemnified Person by a third party (an "Action"), the Indemnified Person shall promptly notify the indemnifying party of such Action, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent feasible (which estimate the parties agree shall not be conclusive of the commencement final amount of such claims and demand) (the "Claim Notice"). The failure to provide the Claim Notice to the indemnifying party promptly will not relieve the indemnifying party of any liability it may have to the Indemnified Person giving the Claim Notice, except to the extent that the indemnifying party demonstrates that the defense of such action is actually and materially prejudiced by the indemnifying party's failure to give such Claim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the "Notice Period") to notify the Indemnified Person: (1) whether or administrative not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or legal proceeding demand; and (2) notwithstanding any such dispute, whether or investigation not the indemnifying party desires, at its sole cost and expense, to defend the Indemnified Person against such claim or demand in which case the indemnifying party shall assume all past and future responsibility for such action and shall reimburse the Indemnified Person for all expenses in connection with the Action. Notwithstanding the assumption by the indemnifying party of the defense of any Action, the Indemnified Person shall be permitted to participate in such defense at its cost and expense. If the indemnifying person elects to defend the Indemnified Person, notice shall be given within the Notice Period, then the indemnifying party will have the right and obligation to defend the Indemnified Person by appropriate proceedings, which shall be followed to a final conclusion. (b) If the indemnifying party elects not to defend the Indemnified Person against such Action, whether by not giving the Indemnified Person timely notice as provided above, or otherwise, then the Action may be defended by the Indemnified Person at the indemnifying party's cost and expense (without imposing any obligation on any Indemnified Person to defend any such claim or demand), in which case it may defend such Action in such a manner as it may deem appropriate (including settlement) and then that portion thereof as to which such defense is unsuccessful, in each case, shall be conclusively deemed to be a liability of the indemnity indemnifying party hereunder; provided that if the indemnifying party shall have disputed its liability to the Indemnified Person hereunder, then such determination or settlement shall not affect the right of the indemnifying party to dispute the Indemnified Person's claim for in Article 18.1 may applyindemnification. (c) In the event an Indemnified Person should have a claim against the indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party Person shall notify the Indemnifying Party of promptly send a Claim Notice with respect to such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial claim to the Indemnifying Partyindemnifying party. Except as stated belowIf the indemnifying party disputes its liability with respect to such claim or demand, the Indemnifying Party Indemnified Person shall have the right to assume pursue all of its legal and equitable remedies against the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedindemnifying party for indemnity hereunder.

Indemnity Procedures. Promptly (a) In the event that any claim (“Claim”) is hereafter asserted against or arises with respect to any Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, such Indemnitee shall promptly (and in any event within sixty (60) days) after such Indemnitee has actual knowledge of the existence of any event in respect of which indemnification may be sought from the Company (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant) notify each of the Company in writing thereof (the “Claims Notice”); provided, however, that no delay on the part of the Indemnitee in notifying the Company shall relieve the Company from any obligation hereunder unless (and then solely to the extent) the Company thereby is prejudiced by such delay. The Claims Notice shall describe the Claim in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the Indemnitee, and the Company may defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnitee at its own expense and with counsel of its own selection; provided that, prior to and as a condition to defending such claim, the Company shall first agree to indemnify the Indemnitee from and against any Indemnified Liabilities the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim (whether or not otherwise required hereunder and with no reservation of rights). If, within a reasonable time after receipt of said notice or at any time thereafter, the Company shall have failed to either (i) provide reasonably satisfactory evidence to the Indemnitee of the financial and other wherewithal to defend, or (ii) defend vigorously, the Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the risk and expense of the Company. Except as provided in the preceding sentence, the Indemnitee shall not compromise or settle the claim or other matter without the prior written consent of the Company, and the Company shall not compromise or settle the Claim or matters without the prior written consent of the Indemnitee. If the Claim is one that cannot by an Indemnified Party of its nature be defended solely by the Company, the Indemnitee shall make available all information and assistance that the Company may reasonably request: provided that any associated expenses shall be paid by the Company. Except as set forth in Section 6.4 below, all indemnification payments shall be made in United States Dollars. (b) If the Company contests or challenges any claim or notice of action asserted against the commencement of any action or administrative or legal proceeding or investigation as Indemnitee referred to which in this Section 6, they shall do so at their own cost and expense, holding the indemnity provided for Indemnitee harmless from all costs, fees, expenses, debts, liabilities and charges and other Indemnified Liabilities in Article 18.1 may apply, the Indemnified Party connection with such contest; shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in diligently defend against any such action include one claim; and shall hold Indemnitee’s business and assets free and harmless from any attachment, execution, judgment, lien or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be other legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedprocess.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties 50 and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt A Person making a claim under this Article VI is referred to as the "Indemnified Person" and the Person against whom such claims are asserted hereunder is referred to as the "Indemnifying Person." All claims by an any Indemnified Party of Person hereunder shall be asserted and resolved as follows: (a) If any claim or Indemnified Person shall receive notice of the assertion by a Person who is not a party to this Agreement of any claim, cause of action or payment demand (including, but not limited to, any Claim) or of the commencement by any such Person of any action or administrative or legal proceeding or investigation as (each, a "Third Party Claim") with respect to which an Indemnifying Person may be obligated to provide indemnification pursuant to this Article VI, such Indemnified Person shall give the indemnity Indemnifying Person written notice thereof promptly, and in no event more than thirty (30) days (or sooner, if the nature of such a Third Party Claim so requires), after becoming aware of such Third Party Claim (a "Claim Notice"); provided, that the failure of any Indemnified Person to give notice as provided for herein shall not relieve an Indemnifying Person of its obligations hereunder, except to the extent that an Indemnifying Person is actually prejudiced by such failure to give notice. Such Claim Notice shall describe the Third Party Claim in Article 18.1 reasonable detail, and shall indicate the amount (estimated if necessary) of the indemnifiable Loss that such Indemnified Person may applysuffer, sustain or become subject to in connection with such Third Party Claim. (b) An Indemnifying Person may elect to defend or to seek to settle or compromise, at its own expense and by its own counsel, any Third Party Claim. Within thirty (30) days after the receipt of a Claim Notice from an Indemnified Person in accordance with Section 6.06(a) (or sooner, if the nature of such a Third Party Claim so requires), the Indemnified Party Indemnifying Person shall notify the Indemnified Person as to whether or not the Indemnifying Person elects not to defend or not to seek to settle or compromise such Third Party Claim (which elections may be made only in the event of such facta good faith assertion by the Indemnifying Person that a claim was inappropriately tendered hereunder, as the case may be). Any failure of Unless an Indemnifying Person elects not to assume the defense or delay in such notification not to seek to settle or compromise a Third Party Claim, it shall not affect a Party’s indemnification obligation unless be liable to such failure Indemnified Person hereunder for any legal or delay is materially prejudicial to other expenses subsequently incurred by such Indemnified Person in connection with the Indemnifying Party. Except as stated belowdefense thereof; provided, the Indemnifying Party however, that such Indemnified Person shall have the right to assume employ counsel to represent such Indemnified Person if, in such Indemnified Person's reasonable judgment, a conflict of interest between such Indemnified Person and an Indemnifying Person exists in respect of such Third Party Claim, and in that event the defense thereof with counsel designated by reasonable fees and disbursements of such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed paid by the Indemnifying PartyPerson. If an Indemnifying Person elects not to defend or to seek to compromise or settle a Third Party Claim, or fails to notify an Indemnified Person of the Indemnifying Person's election as provided herein, such Indemnified Person may defend or seek to compromise or settle such Third Party Claim at the sole expense of the Indemnifying Person. Notwithstanding the foregoing, neither an Indemnifying Person nor any Indemnified Person may settle or compromise any claim over the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion objection of the Indemnified Party and its counselother; provided, such actionhowever, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or that consent to the entry of any judgment in any action, suit settlement or proceeding without the consent of the Indemnified Party, which compromise shall not be unreasonably withheld, conditioned delayed or delayedconditioned. An Indemnifying Person shall not consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect of such Third Party Claim. (c) If an Indemnifying Person chooses to defend or to seek to compromise or settle any Third Party Claim, the Indemnified Person shall, upon the Indemnifying Person's reasonable request, make available to the Indemnifying Person any personnel or any books, records or other documents within the Indemnified Person's control or which the Indemnified Person otherwise has the ability to make available that are reasonably necessary or appropriate for such defense, settlement or compromise and shall otherwise cooperate in the defense, settlement or compromise of such Third Party Claim. (d) Notwithstanding anything else in this Agreement to the contrary, if any offer of settlement or compromise is received by an Indemnifying Person with respect to a Third Party Claim, the Indemnifying Person notifies the Indemnified Person in writing of the Indemnifying Person's willingness to settle or compromise such Third Party Claim on the basis set forth in such notice, and such Indemnified Person declines to accept such settlement or compromise, then such Indemnified Person may continue to contest such Third Party Claim free of any participation by the Indemnifying Person, at such Indemnified Person's sole expense. In such event, the obligation of the Indemnifying Person to defend or to seek to settle or compromise such Third Party Claim shall cease and the obligation of the Indemnifying Person to such Indemnified Person with respect to such Third Party Claim shall be limited to the lesser of (i) the amount of the offer of settlement or compromise which such Indemnified Person declined to accept plus the costs and expenses of such Indemnified Person prior to the date the Indemnifying Person notifies such Indemnified Person of the offer to settle or compromise and (ii) the actual out-of-pocket amount such Indemnified Person is obligated to pay as a result of such Indemnifying Person's continuing to contest such Third Party Claim. The Indemnifying Person shall be entitled to recover (by set-off or otherwise) from any Indemnified Person any additional expenses incurred by such Indemnifying Person as a result of such Indemnified Person's decision to continue to contest such Third Party Claim. (e) Any claim on account of any Loss which does not result from a Third Party Claim shall be asserted by written notice by the Indemnified Person to the Indemnifying Person. The Indemnifying Person shall have a period of sixty (60) days after the receipt of such notice within which to respond thereto. If the Indemnifying Person does not respond within such 60-day period, the Indemnifying Person shall be deemed to have forfeited its right to contest such claim and shall have no further right to contest the validity of such claim. If the Indemnifying Person does not respond within such 60-day period or rejects such a claim in whole or in part, such Indemnified Person shall be free to pursue such remedies as may be available to such Indemnified Person. (f) If the amount of any indemnifiable Loss shall, at any time subsequent to payment pursuant to this Agreement, be reduced by recovery, settlement or otherwise, the amount of such reduction, less any expenses incurred in connection therewith, shall promptly be repaid by the Indemnified Person to the Indemnifying Person. (g) In the event of payment by the Indemnifying Person to the Indemnified Person in connection with any Third Party Claim, the Indemnifying Person shall be subrogated to and shall stand in the place of such Indemnified Person as to any events or circumstances in respect of which such Indemnified Person may have any right or claim relating to any Third Party Claim against any claimant or plaintiff asserting such Third Party Claim. Such Indemnified Person shall cooperate with the Indemnifying Person in a reasonable manner, and at the cost and expense of the Indemnifying Person, in prosecuting any subrogated right or claim.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies the indemnity provided for in Article 18.1 may applyindemnifying party of the commencement thereof, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If such indemnified party; provided however, that if the defendants in any such action include one or more Indemnified Parties both the indemnified party and the Indemnifying Party indemnifying party and if there is a conflict of interests which would prevent counsel for the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different indemnifying party from or additional to those available to also representing the Indemnifying Partyindemnified party, the Indemnified Party indemnified party or parties shall have the right to select one separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its own behalf. In such instanceselection so to assume the defense thereof, the Indemnifying Party shall only indemnifying party will not be required liable to pay the fees and expenses of one additional attorney to represent an Indemnified Party such indemnified party for any legal or Indemnified Parties having other expense subsequently incurred by such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate indemnified party in any such action, suit or proceeding, connection with the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoingthereof, the Indemnifying Party unless (i) the indemnified party shall not be entitled to assume and control have employed counsel in accordance with the defense of any such action, suit or proceedings if and to the extent that, in the opinion provisions of the Indemnified Party and its counselpreceding sentence, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) the indemnifying party shall not settle have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within 15 days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. The indemnifying party shall give the indemnified party at least 20 days (or such shorter period as shall reasonably be required under the circumstances) notice of any actionproposed settlement, suit or proceeding without the consent together with true and correct copies of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedany proposed settlement.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more includes the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one an additional attorney to represent an the Indemnified Party or Indemnified Parties having such differing or additional legal defensesParty. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the 39 SERVICE AGREEMENT NO. 2216 Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an the Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an the Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified party of a notice of any third party claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may applyaction, the Indemnified Party shall such indemnified party must (a) notify the Indemnifying Party indemnifying party in writing of any such fact. Any failure of claim; (b) provide the indemnifying party with reasonable assistance to settle or delay in defend such notification shall not affect a Partyclaim at the indemnifying party’s indemnification obligation unless such failure or delay is materially prejudicial own expense; and (c) grant to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have indemnifying party the right to assume control the defense thereof with counsel designated by and/or settlement of such Indemnifying Party claim, at the indemnifying party’s own expense; provided, however, that (i) the failure to so notify, provide assistance or grant authority and reasonably satisfactory control will only relieve the indemnifying party of its obligation to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available indemnified party to the Indemnifying Partyextent that the indemnifying party is prejudiced thereby; (ii) the indemnifying party will not, without the Indemnified Party shall indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement which: (x) makes any admission on behalf of the indemnified party; or (y) consents to an injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing Intellectual Property); and (iii) the indemnified party will have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitledright, at its expense, to participate in any legal proceeding to contest and defend a claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying party’s written consent, such actionconsent not to be unreasonably withheld or delayed, suit or proceedingand (iv) in the event the indemnifying party elects not to assume the control granted pursuant to clause (c) above, the indemnified party will have the right, notwithstanding anything in the preceding clause (iii) to the contrary, to control the defense and/or settlement of which has been assumed by such claim, at the Indemnifying Partyindemnifying party’s expense. Notwithstanding the foregoing, the Indemnifying Party (i) The indemnifying party shall not be entitled required to assume and control indemnify the defense of any such action, suit or proceedings if and to indemnified party for the extent that, in the opinion cost of the Indemnified Party and its counselarbitrators’ fees, such action, suit or proceeding involves the potential imposition allocation of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, which is set forth in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedSection 17.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a 34 SERVICE AGREEMENT NO. 2612 Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties 50 SERVICE AGREEMENT NO. 2257 and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly (a) Notwithstanding any provision to the contrary included in this Article X, each Party hereto waives the right, for itself and its respective Affiliates, to be indemnified by the other Party hereto to the extent of any insurance proceeds or other recovery it receives with respect to the liabilities for which indemnification would otherwise be required hereunder. (For the purposes of this paragraph, insurance proceeds shall not include any payments received pursuant to an insurance program under which the Party seeking indemnification or an Affiliate of such Party bears the ultimate cost.) (b) A Party claiming indemnification under this Article X (the “Indemnitee”) shall notify in writing the Party from whom indemnification is claimed (the “Indemnitor”) in specific detail of the nature, basis and estimated amount of the claim within a reasonable time after discovery by the Indemnitee of the basis therefore or the assertion thereof by a Third Party against the Indemnitee (“Claim Notice”). In the event that the claim for indemnification is based upon a claim by a Third Party against the Indemnitee (a “Third Party Claim”), the Indemnitor shall provide its Claim Notice promptly after the Indemnitee has actual knowledge of the Third Party Claim and shall enclose a copy of all papers (if any) served with respect to the Third Party Claim; provided that the failure of any Indemnitee to give notice of a Third Party Claim as provided in this Section 10.3(b) shall not relieve the Indemnitor of its obligations under this Article X (as applicable) except to the extent such failure results in insufficient time being available to permit the Indemnitor to effectively defend against the Third Party Claim or otherwise materially prejudices the Indemnitor’s ability to defend against the Third Party Claim. In the event that the claim for indemnification is based upon an inaccuracy or breach of a representation, warranty, covenant or agreement, the Claim Notice shall specify the representation, warranty, covenant or agreement that was inaccurate or breached. (c) Notice of a claim filed in any court or administrative agency, or submitted to arbitration, shall be given the Indemnitor within ten (10) days of the Indemnitee’s receipt of knowledge of such filing but failure to provide notice within the ten (10) days shall not result in forfeiture of indemnification rights except to the extent that the ability of the Indemnitor to defend against the claim is materially impaired. In the event of a notice by the Indemnitee to the Indemnitor of a Third Party Claim, the Indemnitor shall have twenty (20) days after receipt by an Indemnified Party of any claim thereof in which to admit or notice deny responsibility for indemnification of the commencement of any action or administrative or legal proceeding or investigation Indemnitee by written notice to the Indemnitee, and (i) as to claims with respect to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties Indemnitee and the Indemnifying Indemnitor may share responsibility, each Party and if the Indemnified Party reasonably concludes that there may be legal defenses available elect to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on the claim through counsel of its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees choice and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying neither Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to compromise the entry of any judgment in any action, suit or proceeding claim without the consent of the Indemnified Party, other (which consent shall not be unreasonably withheld, conditioned or delayed); (ii) if the Indemnitor denies responsibility or fails to admit or deny responsibility for a claim within twenty (20) days of the notice, the Indemnitee shall have the sole option, upon approval of the Indemnitor (which approval shall not be unreasonably conditioned, withheld or delayed), and right to defend the claim, including the right to settle or compromise the claim, by counsel of its choice; and (iii) except with respect to a claim as to which the Indemnitee and the Indemnitor share responsibility, if the Indemnitor admits responsibility for indemnification, the Indemnitor may at the same time elect to control the defense of the claim by counsel of its choice and at its expense, which counsel shall consult with the Indemnitee or its counsel at the Indemnitor’s expense, and except as limited herein shall in such case have the right to settle or compromise the claim as the Indemnitor deems fit, and the Indemnitee shall cooperate in such defense and agree to and accept any money settlement or compromise approved by the Indemnitor; provided, however, that, if the settlement or compromise involves something other than a money settlement or compromise which would in any way be binding on the actions or assets of the Indemnitee, the Indemnitor shall not be entitled to settle or compromise the claim without the consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnitor does not so elect to control the defense, the Indemnitee shall appear and defend the claim by counsel of its choice, and the Indemnitor may participate in such defense by counsel of its choice at its expense, which counsel shall be consulted by and shall assist counsel for the Indemnitee, in which case the Indemnitor shall reimburse the Indemnitee for its reasonable legal fees and expenses on a monthly basis; provided, however, that the Indemnitee shall not be entitled to settle or compromise such claim without the consent of the Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed).

Indemnity Procedures. Promptly after receipt by an Indemnified Party of If any claim or action is asserted that would entitle a Company Indemnitee or Alpex Indemnitee to indemnification pursuant to Section 9.1 or Section 9.2 (a “Proceeding”), the party who seeks indemnification will give written notice thereof to the other party (the “Indemnitor”) promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided, however, that the failure of the party seeking indemnification to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Proceeding by giving written notice to the party seeking indemnification, which election will be effective immediately upon receipt by the party seeking indemnification of such written notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such factelection. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall The Indemnitor will have the right to assume the defense thereof with employ counsel designated by such Indemnifying Party and reasonably satisfactory acceptable to the Indemnified Partyparty seeking indemnification to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor will not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the party seeking indemnification (and its Affiliates and its and their respective officers, directors, members, managers, employees, agents, successors and assigns) from all liability with respect to all claims underlying such Proceeding; or (ii) the prior written consent of the party seeking indemnification. If A party seeking indemnification will not settle, or consent to any entry of judgment, in any Proceeding without obtaining the defendants prior written consent of the Indemnitor. The parties will fully cooperate with each other in any such action include one or more Indemnified Parties Proceeding and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses will make available to it and/or each other Indemnified Parties which are different from any books or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control records useful for the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedProceeding.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying (a) The indemnifying Party shall have the right to conduct and control, through counsel of its own choosing, reasonably acceptable to the indemnified Party, the defense of any claim for which it has an indemnity obligation hereunder; provided that, upon acceptance of the indemnity obligations hereunder, the indemnifying Party shall waive any right to protest or challenge its indemnity obligations. The indemnifying Party shall keep the indemnified Party fully informed in the conduct of the proceeding. (b) The indemnified Party may, at its election, participate in the defense thereof at its sole cost and expense; provided, however, that if (i) the indemnifying Party shall fail to defend any claim for which it has an indemnity obligation hereunder, (ii) the Parties mutually agree in writing to allow the indemnified Party to assume the defense thereof with of such claim and forego any indemnity claimed under this Article, (iii) in the reasonable opinion of legal counsel designated for the indemnified Party, such claim involves the potential imposition of a criminal liability on the indemnified Party, its directors, officers, employees or agents, or (iv) in the reasonable opinion of legal counsel for the indemnified Party, an actual or potential conflict of interest exists where it is advisable for such indemnified Party to be represented by separate counsel, then the indemnified Party shall be entitled to control and assume responsibility for the defense of such Indemnifying Party claim, at the cost and reasonably satisfactory to expense of the Indemnified indemnifying Party. If the defendants The indemnifying Party may, in any event, participate in such action include one or more Indemnified Parties proceedings at its own cost and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified expense. The indemnified Party shall not have the right to select separate counsel to assert such legal defenses and to otherwise participate in settle without the defense written consent of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying indemnifying Party (i) which consent shall not be entitled to assume and control unreasonably withheld), unless, in the written opinion of the indemnified Party’s legal counsel, such claim is meritorious. (c) The indemnifying Party, in the defense of any such actionlitigation, suit other proceeding or proceedings other claim, shall have the right in its sole discretion to settle a claim for which it has an indemnity obligation hereunder only if (i) settlement involves only the payment of money and to the extent that, in the opinion execution of appropriate releases of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified indemnified Party, (ii) there is no finding or there exists a conflict admission of any violation of Law or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses violation of the Indemnified rights of the indemnified Party, and (iiiii) the indemnified Party will have no liability with respect to such compromise or settlement. Otherwise, no such claim shall not settle be settled or consent agreed to the entry of any judgment in any action, suit or proceeding without the prior written consent of the Indemnified indemnified Party, which shall not be unreasonably withheld. (d) The indemnified Party and the indemnifying Party (i) shall fully cooperate in good faith in connection with such defense and shall cause their legal counsel and accountants to do the same, conditioned or delayed(ii) shall make available to the other Party the relevant books, records, and information (in such Party’s control) during normal business hours, and (iii) shall furnish to each other, at the indemnifying Party’s expense, such other assistance as the other Party may reasonably require in connection with such defense, including making employees of the indemnified Party available to testify and assist others in testifying in any such proceedings.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 0 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an the Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt Where any indemnity (“Indemnity”) is given by an Indemnified one Party (“Indemnifying Party”) to the other (“Other Party”) the following terms (subject to the extent of any claim conflict or notice of inconsistency to any terms specifically stated in this Agreement to apply to the commencement of specific indemnity in question) shall apply to any claim, demand or action or administrative or legal proceeding or investigation as to which the indemnity provided for Indemnity applies (in Article 18.1 may applythis Section 10(c), the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, “Relevant Claim”): (i) the Indemnifying Party shall have indemnify the right to assume the defense thereof with counsel designated by such Indemnifying Other Party against its legal costs and reasonably satisfactory disbursements in relation to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action Relevant Claim on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and solicitor/client basis; (ii) each Party shall promptly notify the other of a Relevant Claim; (iii) the Other Party shall not settle make any admission or consent compromise (save where required by court order or governmental regulations) which is prejudicial to the entry defence or settlement of any judgment matter in respect of any action, suit or proceeding to which the Indemnity applies without the consent of the Indemnified Indemnifying Party, which such consent not to be unreasonably withheld or delayed; (iv) the Other Party shall give the Indemnifying Party full control over the Relevant Claim to contest or settle the Relevant Claim as the Indemnifying Party sees fit (provided that the Indemnifying Party shall not be unreasonably withheld, conditioned settle any claim without the Other Party’s consent to the extent that such settlement includes any obligation or delayedrestriction on the Other Party or its respective Indemnified Entities); and (v) the Other Party shall supply all reasonable assistance required by the Indemnifying Party for the purpose of contesting any Relevant Claim on receiving an indemnity from the Indemnifying Party in a form reasonably acceptable to it against its costs and expenses (including legal costs and disbursements on a solicitor/client basis) incurred in doing so.

Indemnity Procedures. Promptly A Person entitled to indemnification pursuant to either Section 9.2 or Section 9.3 will hereinafter be referred to as an "Indemnitee." A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an "Indemnitor." In the event an Indemnitee is seeking indemnification under either Section 9.2 or Section 9.3, the Indemnitee will inform the Indemnitor of a claim as soon as reasonably practicable after receipt by an Indemnified Party of any claim or it receives notice of the commencement claim, it being understood and agreed that the failure by an Indemnitee to give notice of any action or administrative or legal proceeding or investigation a Third Party claim as provided in this Section 9.4. will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to which the indemnity provided for in Article 18.1 may applyextent that such Indemnitor is actually prejudiced as a result of such failure to give notice. The Indemnitee will permit the Indemnitor to assume direction and control of the defense of the claim (including, subject to this Section 9.4, the Indemnified Party shall notify right to settle the Indemnifying Party claim solely for monetary consideration), and, at the Indemnitor's expense, will co-operate as reasonably requested in the defense of such factthe claim. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall The Indemnitee will have the right to assume retain its own counsel at its own expense; provided, that, if the Indemnitor assumes control of such defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party Indemnitee reasonably concludes, based on advice from counsel, that the Indemnitor and if the Indemnified Party reasonably concludes that there may be legal defenses available Indemnitee have conflicting interests with respect to it and/or other Indemnified Parties which are different from such action, suit, proceeding or additional to those available to the Indemnifying Partyclaim, the Indemnified Party shall have Indemnitor will be responsible for the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the reasonable fees and expenses of one additional attorney counsel to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesthe Indemnitee solely in connection therewith. The Indemnified Party shall be entitledIndemnitor may not settle such action or claim, at its expenseor otherwise consent to an adverse judgment in such action or claim, which would subject the Indemnitee to participate in any an injunction or if such actionsettlement or judgment would materially diminish or limit or otherwise adversely affect the rights, suit activities or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion financial interests of the Indemnified Party and its counselIndemnitee, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the express written consent of the Indemnified PartyIndemnitee; provided, which shall that, the Parties expressly acknowledge that any payment of Tax by a Party will not be unreasonably withheld, conditioned or delayedconstitute the settlement of a Third-Party Claim.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 11.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of 38 SERVICE AGREEMENT NO. 2599 interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an (i) If any Party (the “Indemnified Party of any claim or Party”) receives written notice of the commencement of any action Proceeding, or administrative the assertion of any claim by a third party or legal proceeding the imposition of any penalty or investigation as to assessment for which the indemnity provided for in Article 18.1 may applybe sought under Section 1.1(d) or Section 1.1(e) (a “Third-Party Claim”), the such Indemnified Party shall as promptly as reasonably practicable following such Indemnified Party’s receipt of a Third-Party Claim, notify the other Party (the “Indemnifying Party”) of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, a reasonably detailed explanation of the events giving rise to such Third-Party Claim and any other material details pertaining thereto, in each case to the extent known (a “Claim Notice”); provided, however, that the failure to timely give a Claim Notice shall not relieve the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial its obligations hereunder, except to the Indemnifying Party. Except as stated below, extent that the Indemnifying Party shall have been actually prejudiced by such failure. The Indemnifying Party shall be entitled to participate in the right defense of such Third-Party Claim and to assume and control the defense thereof thereof, at its sole expense, with counsel designated chosen by such the Indemnifying Party and reasonably satisfactory to the Indemnified PartyParty by providing written notice to the Indemnified Party within 40 days of receiving the Claim Notice with respect to such Third-Party Claim. If the defendants in any such action include one or more Indemnified Parties and Once the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partyhas properly made such election, the Indemnified Party shall have the right to select participate in (but not control) any such defense and to employ separate counsel to assert of its choosing at such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instancesIndemnified Party’s expense; provided, however, that, if the Indemnifying Party shall only be required is ultimately liable to pay provide indemnification for the Third-Party Claim, the reasonable fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The counsel of the Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed borne by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party if (ix) shall not be entitled upon reasonable advice of outside counsel to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists that a conflict or adversity of interest exists between the Indemnified Party and the Indemnifying Party, in such event Party that cannot be waived or (y) one or more defenses are available to the Indemnified Party that are not also available to the Indemnifying Party shall pay (and cannot be asserted by counsel retained by the reasonable expenses of Indemnifying Party on the Indemnified Party’s behalf). The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof if the Indemnifying Party is ultimately liable to provide indemnification for the Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, and (ii) the Indemnified Party shall not settle admit any liability with respect to, settle, compromise or consent to the entry of any judgment in any actiondischarge, suit or proceeding such Third-Party Claim without the Indemnifying Party’s prior written consent of the Indemnified Party, which shall (not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not agree to any settlement, compromise or discharge of any Third-Party Claim for which indemnification is sought hereunder without the Indemnified Party’s prior written consent, except that, if the Indemnifying Party assumes the defense of a Third-Party Claim and is in good faith contesting such Third-Party Claim, the Indemnifying Party may agree to any settlement, compromise or discharge of a Third-Party Claim that by its terms (a) is limited to one or more monetary payments (and does not include any injunctive or similar equitable relief or other restrictions or constraints for the Indemnified Party or any of its Affiliates), (b) obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third-Party Claim, (c) irrevocably and unconditionally releases the Indemnified Party and its Affiliates in connection with such Third-Party Claim, and (d) does not contain any admission of fault, guilt or wrongdoing by the Indemnified Party or any of its Affiliates. The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing reasonable access in accordance with Section 8.1. (ii) Each Indemnified Party shall assert any claim on account of any Damages as to which an Indemnifying Party may have liability hereunder, and which do not result from a Third-Party Claim (a “Direct Claim”) by giving the Indemnifying Party written notice thereof as promptly as reasonably practicable following the Indemnified Party’s discovery of the applicable Damages reasonably likely to give rise to a claim under Section 1.1(d) or Section 1.1(e)). Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, include copies of all available material written evidence thereof and indicate the estimated amount, if reasonably practicable or known, of Damages that have been or may be sustained by the Indemnified Party; provided, however, that the failure to timely give such notice shall not affect the rights of an Indemnified Party hereunder unless the Indemnifying Party shall have been actually prejudiced by such failure. The Indemnified Party shall allow the Indemnifying Party and its Representatives to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim. The Indemnifying Party may, within 30 days after receipt of a notice with respect to such Direct Claim, deliver to the Indemnified Party a written response disputing such claim, stating in reasonable detail the basis for and reasons why such Indemnifying Party disputes such claim, together with reasonable supporting detail. If the Indemnifying Party fails to deliver a written response disputing such claim in accordance with the foregoing sentence within such thirty (30) day period, such Indemnifying Party will be deemed to have disputed such claim. (iii) For the avoidance of doubt, from and after the Closing, the Parties agree that Buyer shall be deemed to have already provided written notice with respect to the matter set forth on Schedule 1.1(e)(xi) and PKI shall indemnify Buyer with respect to all Excluded Liabilities arising under Section 1.1(e)(xi) with respect thereto.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Party.‌ The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the 47 SERVICE AGREEMENT NO. 2334 consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party PartyPerson of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party PartyPerson shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifyingIndemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPartyPerson. If the defendants in any such action include one or more Indemnified Parties PartiesPersons and the Indemnifying Party and if the Indemnified Party PartyPerson reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties PartiesPersons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party PartyPerson shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party PartyPerson or Indemnified Parties PartiesPersons having such differing or additional legal defenses. The Indemnified Party PartyPerson shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party PartyPerson and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party PartyPerson and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPartyPerson, which shall not be unreasonably unreasonablyreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or sought to be collected from an Indemnified Person by a third party (an "Action"), the Indemnified Person shall promptly notify the indemnifying party of such Action, specifying the nature of such claim or demand and the amount or the estimated amount thereof to the extent feasible (which estimate the parties agree shall not be conclusive of the commencement final amount of such claims and demand) (the "Claim Notice"). The failure to provide the Claim Notice to the indemnifying party promptly will not relieve the indemnifying party of any liability it may have to the Indemnified Person giving the Claim Notice, except to the extent that the indemnifying party demonstrates that the defense of such action is actually and materially prejudiced by the indemnifying party's failure to give such Claim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the "Notice Period") to notify the Indemnified Person: (1) whether or administrative not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or legal proceeding demand; and (2) notwithstanding any such dispute, whether or investigation not the indemnifying party desires, at its sole cost and expense, to defend the Indemnified Person against such claim or demand in which case the indemnifying party shall assume all past and future responsibility for such action and shall reimburse the Indemnified Person for all expenses in connection with the Action. Notwithstanding the assumption by the indemnifying party of the defense of any Action, the Indemnified Person shall be permitted to participate in such defense at its cost and expense. If the indemnifying person elects to defend the Indemnified Person, notice shall be given within the Notice Period, then the indemnifying party will have the right and obligation to defend the Indemnified Person by appropriate proceedings, which shall be followed to a final conclusion. (b) If the indemnifying party elects not to defend the Indemnified Person against such Action, whether by not giving the Indemnified Person timely notice as provided above, or otherwise, then the Action may be defended by the Indemnified Person at the indemnifying party's cost and expense (without imposing any obligation on any Indemnified Person to defend any such claim or demand), in which case it may defend such Action in such a manner as it may deem appropriate (including settlement) and then that portion thereof as to which such defense is unsuccessful, in each case, shall be conclusively deemed to be a liability of the indemnity provided indemnifying party hereunder; PROVIDED that if the indemnifying party shall have disputed its liability to the 33 Indemnified Person hereunder, then such determination or settlement shall not affect the right of the indemnifying party to dispute the Indemnified Person's claim for in Article 18.1 may applyindemnification. (c) In the event an Indemnified Person should have a claim against the indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party Person shall notify the Indemnifying Party of promptly send a Claim Notice with respect to such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial claim to the Indemnifying Partyindemnifying party. Except as stated belowIf the indemnifying party disputes its liability with respect to such claim or demand, the Indemnifying Party Indemnified Person shall have the right to assume pursue all of its legal and equitable remedies against the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedindemnifying party for indemnity hereunder.

Indemnity Procedures. Promptly (a) Notwithstanding any provision to the contrary included in this Article X, each party hereto waives the right, for itself and its respective Affiliates, to be indemnified by the other party hereto to the extent of any insurance proceeds or other recovery it receives with respect to the liabilities for which indemnification would otherwise be required hereunder. (For the purposes of this paragraph, insurance proceeds shall not include any payments received pursuant to an insurance program under which the party seeking indemnification or an Affiliate of such party bears the ultimate cost.) (b) A party claiming indemnification under this Article X (the "Indemnitee") shall notify in writing the party from whom indemnification is claimed (the "Indemnitor") in reasonable detail of the nature, basis and estimated amount of the claim within a reasonable time after discovery by the Indemnitee of the basis therefor or the assertion thereof by a third party against the Indemnitee. Notice of a claim filed in any court or administrative agency, or submitted to arbitration, shall be given the Indemnitor within ten (10) days of the Indemnitee's receipt of knowledge of such filing but failure to provide notice within the 10 days shall not result in forfeiture of indemnification rights except to the extent that the ability of the Indemnitor to defend against the claim is materially impaired. In the event of such notice by the Indemnitee to the Indemnitor of a third party claim, the Indemnitor shall have twenty (20) days after receipt by an Indemnified Party of any claim thereof in which to admit or notice deny responsibility for indemnification of the commencement of any action or administrative or legal proceeding or investigation Indemnitee by written notice to the Indemnitee, and (i) as to claims with respect to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties Indemnitee and the Indemnifying Party and if the Indemnified Party reasonably concludes that there Indemnitor may be legal defenses available share responsibility, each party may elect to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on the claim through counsel of its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees choice and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) and neither party shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to compromise the entry of any judgment in any action, suit or proceeding claim without the consent of the Indemnified Partyother; (ii) if the Indemnitor denies responsibility or fails to admit or deny responsibility for a claim within twenty (20) days of the notice, the Indemnitee shall have the sole option and right to defend the claim, including the right to settle or compromise the claim without consent of the Indemnitor, by counsel of its choice; and (iii) except with respect to a claim as to which the Indemnitee and the Indemnitor share responsibility, if the Indemnitor admits responsibility for indemnification, the Indemnitor may at the same time elect to control the defense of the claim by counsel of its choice and at its expense, which counsel shall consult with the Indemnitee or its counsel at the Indemnitee's expense, and except as limited herein shall in such case have the right to settle or compromise the claim as the Indemnitor deems fit, and the Indemnitee shall cooperate in such defense and agree to and accept any money settlement or compromise approved by the Indemnitor. If the Indemnitor does not so elect to control the defense, the Indemnitee shall appear and defend the claim by counsel of its choice, and the Indemnitor may participate in such defense by counsel of its choice at its expense, which counsel shall be unreasonably withheldconsulted by and shall assist counsel for the Indemnitee, conditioned or delayedin which case the Indemnitor shall reimburse the Indemnitee for its reasonable legal fees and expenses on a monthly basis.

Indemnity Procedures. ‌ Promptly after receipt by an a Person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 Section 14.1 may apply, the Indemnified Party Person shall notify the Indemnifying indemnifying Interconnection Party of such fact. Any failure of or delay in such notification shall not affect a an Interconnection Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Interconnection Party. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying indemnifying Interconnection Party with respect to the matter for which indemnification is claimed. The indemnifying Interconnection Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Interconnection Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying indemnifying Interconnection Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying indemnifying Interconnection Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Interconnection Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Interconnection Party. Notwithstanding the foregoing, the Indemnifying indemnifying Interconnection Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying indemnifying Interconnection Party, in such event the Indemnifying indemnifying Interconnection Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified 51 Service Agreement No. 1702 Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of SERVICE AGREEMENT NO. 2599 interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an If any Buyer Indemnified Party or any Seller Indemnified Party (an “Indemnified Party”) receives notice of any claim or circumstance which could give rise to an indemnified loss, the receiving party shall give written notice to the Party obligated to provide indemnification hereunder (the “Indemnifying Party”) within ten (10) days. The notice must include a description of the commencement indemnification event in reasonable detail, the basis on which indemnification may be due, and the anticipated amount of any action the indemnified loss. This notice shall not estop or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, prevent the Indemnified Party shall notify from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. If the Indemnified Party does not provide this notice within the 10-day period, it does not waive any right to indemnification except to the extent that the Indemnifying Party is prejudiced, suffers loss, or incurs expense because of such factthe delay. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof of the claim at its own expense with counsel designated chosen by such Indemnifying Party and it that is reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall then control the defense and any negotiations to settle the claim. If within ten (10) days after receiving written notice of the defendants in any such action include one or more Indemnified Parties and indemnification request, the Indemnifying Party and if does not confirm to the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to will defend the Indemnifying Partyclaim, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses assume and to otherwise participate in control the defense, and all defense of such action on its own behalfexpenses incurred by it shall constitute an indemnification loss. In such instances, If the Indemnifying Party shall only be required to pay defends a claim, the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitledmay retain separate counsel, at its sole cost and expense, to participate in any such action, suit or proceeding, (but not control) the defense of which has been assumed by the Indemnifying Partyand to participate in (but not control) any settlement negotiations. Notwithstanding the foregoing, the The Indemnifying Party (i) shall not be entitled to assume and control may settle the defense of any such action, suit claim without the consent or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses agreement of the Indemnified Party, and unless the settlement (iii) shall not settle would result in injunctive relief or consent other equitable remedies or otherwise require the Indemnified Party to the entry of any judgment in any action, suit comply with restrictions or proceeding without the consent of limitations that adversely affect the Indemnified Party, which shall (ii) would require the Indemnified Party to pay amounts that the Indemnifying Party does not be unreasonably withheldfund in full, conditioned or delayed(iii) would not result in the Indemnified Party’s full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement.

Indemnity Procedures. Promptly A Person entitled to indemnification pursuant to either Section 10.2 or Section 10.3 will hereinafter be referred to as an “Indemnitee.” A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an “Indemnitor.” In the event an Indemnitee is seeking indemnification under either Section 10.2 or Section 10.3, the Indemnitee will inform the Indemnitor of a Claim as soon as reasonably practicable after receipt by an Indemnified Party of any claim or it receives notice of the commencement Claim; provided that the failure so to notify the Indemnitor shall not relieve it of any action or administrative or legal proceeding or investigation as liability that it may have to which any Indemnitee hereunder, except to the indemnity provided for in Article 18.1 may apply, extent the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay Indemnitor demonstrates that it is materially prejudicial prejudiced thereby. The Indemnitee will permit the Indemnitor to assume direction and control of the Indemnifying Partydefense of the claim (including the right to settle the Claim solely for monetary consideration), and, at the Indemnitor’s expense, will cooperate as reasonably requested in the defense of the Claim. Except as stated below, the Indemnifying Party shall The Indemnitee will have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on retain its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensescounsel at its own expense. The Indemnified Party shall be entitledIndemnitor may not settle such Claim, at its expenseor otherwise consent to an adverse judgment in such Claim, that would subject the Indemnitee to participate in any an injunction or if such actionsettlement or judgment would materially diminish or limit or otherwise adversely affect the rights, suit activities or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion financial interests of the Indemnified Party and its counselIndemnitee, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the express written consent of the Indemnified PartyIndemnitee, which consent shall not be unreasonably withheldwithheld or delayed so long as (i) there is no finding or admission of any violation of applicable law or any violation of the rights of any Person, conditioned (ii) the sole relief provided is monetary damages that are paid in full by the Indemnitor, and (iii) the Indemnitee’s rights are not restricted by such settlement or delayedjudgment.

Indemnity Procedures. 8.4.1 In the event that at any time or from time to time after the Closing Date a person or entity entitled to indemnification pursuant to Section 8.2 or 8.3 (any such person or entity, an "Indemnitee") shall sustain a loss of any nature whatsoever against which such Indemnitee is indemnified under this Agreement, such Indemnitee shall notify the party required to provide such indemnification (in the case of any Seller Indemnitees, the "Seller's Representatives" and in the case of any BEA Indemnitees, the "BEA Representative", either such party, as applicable, the "Indemnitor") in writing of any such loss so sustained, and Indemnitor shall within thirty (30) days after transmittal of such notice pay to such Indemnitee the amount of such loss so sustained, subject to their right to contest any third-party claim as hereinafter provided in Section 8.4.2. 8.4.2 Promptly after receipt by an Indemnified Party Indemnitee of any written notice of a claim or notice of the commencement of any proceeding against it, such Indemnitee shall, if a claim in respect thereof is to be made against an Indemnitor under Section 8.2 or 8.3, give written notice to the Indemnitor of the commencement thereof, but the failure so to notify the Indemnitor shall not relieve it of any liability that it may have to any Indemnitee, except to the extent the Indemnitor demonstrates that the defense of such action is or administrative or legal has been prejudiced thereby. In case any such proceeding or investigation as shall be brought against an Indemnitee and it shall give notice to which the indemnity provided for in Article 18.1 may applyIndemnitor of the commencement thereof, the Indemnified Party Indemnitor shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial be entitled to participate therein and, to the Indemnifying Party. Except as stated below, extent that it shall wish (unless the Indemnifying Party shall have Indemnitor is also a party to such proceeding and the right Indemnitee determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel designated by such Indemnifying Party and which is reasonably satisfactory to such Indemnitee and, after notice from the Indemnified Party. If Indemnitor to such Indemnitee of its election so to assume the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partydefense thereof, the Indemnified Party Indemnitor shall have the right not be liable to select separate such Indemnitee under such Section for any fees of such counsel or any other expenses with respect to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, in each case, subsequently incurred by such Indemnitee in connection with the defense thereof. If an Indemnitor assumes the defense of which has been assumed such proceeding, (a) no compromise or settlement thereof may be effected by the Indemnifying Party. Notwithstanding Indemnitor without the foregoing, the Indemnifying Party Indemnitee's reasonable consent unless (i) shall not be entitled to assume and control the defense there is no finding or admission of any such action, suit violation of law or proceedings if and to the extent that, in the opinion any violation of the Indemnified Party rights of any person or entity and its counsel, such action, suit or proceeding involves no effect on any other claims that may be made against the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyIndemnitee, and (ii) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (b) the Indemnitor shall not settle have no liability with respect to any compromise or settlement thereof effected without its consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, (which shall not be unreasonably withheld). If notice is given to an Indemnitor of the commencement of any proceeding and it does not, conditioned within fifteen (15) business days after the Indemnitee's notice is given, give notice to the Indemnitee of its election to assume the defense thereof, the Indemnitor shall be bound by any determination made in such action or delayedany compromise or settlement thereof effected by the Indemnitee. Notwithstanding the foregoing, if an Indemnitee determines in good faith that there is a reasonable probability that a proceeding may adversely affect it or its Affiliates, other than as a result of monetary damages, such Indemnitee may, by notice to the Indemnitor, assume the exclusive right to defend, compromise or settle such proceeding, but the Indemnitor shall not be bound by any determination of a proceeding so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld). 8.4.3 If any Indemnitor contests or challenges any claim or action asserted against an Indemnitee referred to in this Article, it shall do so at its own cost and expense, holding Indemnitee harmless from all costs, fees, expenses, debts, liabilities and charges in connection with such contest; and shall hold Indemnitee's business and assets free and harmless from any attachment, execution, judgment, lien or other legal process.

Indemnity Procedures. Promptly after receipt by an Each Indemnified Party Person shall give prompt written notice to the Company of any claim claim, action, suit or notice proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the commencement of Company shall not relieve the Company from any action or administrative or legal proceeding or investigation as to liability which it may have under the indemnity provided for in Article 18.1 may applySection 7.1, unless and to the extent the Company shall have been actually and materially prejudiced by the failure of such Indemnified Person to so notify the Company. Such notice shall describe in reasonable detail such claim. In case any claim, action, suit or proceeding is brought against an Indemnified Person, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial be entitled to the Indemnifying Party. Except as stated belowhire, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partyat its own expense, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense thereof. If the Company so elects within a reasonable time after receipt of notice, the Company may assume the defense of the action or proceeding at the Company’s own expense with counsel chosen by the Company and approved by the Indemnified Person, which approval shall not be unreasonably withheld, and the Indemnified Party may participate in such action on defense at its own behalf. In such instancesexpense; provided, however, that the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Company will not settle or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitledcompromise any claim, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in with respect to any such pending or threatened claim, action, suit or proceeding without the written consent of the Indemnified PartyPerson unless such settlement, compromise or consent secures the unconditional release of the Indemnified Person from all liabilities arising out of such claim, action, suit or proceeding and requires nothing other than the payment of money by the Company; provided, further, that if the defendants in any such claim, action, suit or proceeding include both the Indemnified Person and the Company and the Indemnified Person reasonably determines, based upon advice of legal counsel, that such claim, action, suit or proceeding involves a conflict of interest (other than one of a monetary nature) that would reasonably be expected to make it inappropriate for the same counsel to represent both the Company and the Indemnified Person, then the Company shall not be entitled to assume the defense of the Indemnified Person and the Indemnified Person shall be entitled to separate counsel at the Company’s expense, which counsel shall be chosen by the Indemnified Person and approved by the Company, which approval shall not be unreasonably withheld; and provided, conditioned further, that it is understood that the Company shall not be liable for the fees, charges and disbursements of more than one separate firm for the Indemnified Persons. If the Company assumes the defense of any claim, action, suit or delayedproceeding, all Indemnified Persons shall thereafter deliver to the Company copies of all notices and documents (including court papers) received by such Indemnified Persons relating to the claim, action, suit or proceeding, and each Indemnified Person shall cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Company’s request) the provision to the Company of records and information that are reasonably available to the Indemnified Party and that are reasonably relevant to such claim, action, suit or proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Company is not entitled to assume the defense of such claim, action, suit or proceeding as a result of the second proviso to the fourth sentence of this Section 7.2, the Company’s counsel shall be entitled to conduct the Company’s defense and counsel for the Indemnified Person shall be entitled to conduct the defense of the Indemnified Person, it being understood that both such counsel will cooperate with each other, to the extent feasible in light of the conflict of interest or different available legal defenses, to conduct the defense of such action or proceeding as efficiently as possible. If the Company is not so entitled to assume the defense of such action or does not assume the defense, after having received the notice referred to in the first sentence of this Section 7.2, the Company will pay the reasonable fees and expenses of counsel for the Indemnified Person; in that event, however, the Company will not be liable for any settlement of any claim, action, suit or proceeding effected without the written consent of the Company, which may not be unreasonably withheld, delayed or conditioned. If the Company is entitled to assume, and assumes, the defense of an action or proceeding in accordance with this Section 7.2, the Company shall not be liable for any fees and expenses of counsel for the Indemnified Person incurred thereafter in connection with that action or proceeding except as set forth in the proviso in the fourth sentence of this Section 7.2. Unless and until a final judgment is rendered that an Indemnified Person is not entitled to the costs of defense under the provisions of this Section 7.2, the Company shall reimburse, promptly as they are incurred, the Indemnified Person’s costs of defense. The Company’s obligation to indemnify the Indemnified Persons for Losses hereunder is irrespective of whether the Indemnified Person has itself made payments in respect of such Losses.

Indemnity Procedures. Promptly after receipt by an The party seeking indemnification hereunder (the “Indemnified Party”) will give the other Party to this Agreement (the “Indemnifying Party”) prompt written notice of any matter upon which the Indemnified Parties intend to base a claim. With respect to the settlement of any claim relating solely to the payment of money damages, which could not result in the Indemnified Parties becoming subject to injunctive or notice other equitable relief or otherwise adversely affect the business of the commencement of Indemnified Parties in any action or administrative or legal proceeding or investigation manner, and as to which the indemnity provided for Indemnifying Party has acknowledged in Article 18.1 may apply, writing its obligation to indemnify the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated belowParties hereunder, the Indemnifying Party shall have the sole right to assume settle or otherwise dispose of such claim, on such terms as the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory shall deem appropriate, provided that Indemnifying Party shall provide reasonable evidence of its ability to pay any damages claimed and, with respect to any such settlement, shall have obtained the written release of the Indemnified PartyParties from the claim. If the defendants in any such action include one or more The Indemnified Parties may participate in such negotiations to protect its interests and the Indemnifying Party and if will provide reasonable assistance to the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available and their counsel at no charge. With respect to the Indemnifying Partysettlement of any claim not relating solely to the payment of money damages, the Indemnified Indemnifying Party shall will have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any actionwith respect to, suit or proceeding without otherwise settle, a claim only with the prior written consent of the Indemnified PartyParties, which shall consent will not be unreasonably withheld, conditioned provided, however, that the Indemnified Parties may withhold consent if any such judgment or delayedsettlement imposes an unreimbursed monetary or continuing non-monetary obligation on such Indemnified Parties or does not include an unconditional release of the Indemnified Parties from all liability with respect to the claim.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. 38 SERVICE AGREEMENT NO. 2654 No Consequential Damages. Other than the indemnity obligations set forth in Article 18.1, in no event shall any Party be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under separate agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified party of a notice of any third party claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may applyaction, the Indemnified Party shall such indemnified party must (a) notify the Indemnifying Party indemnifying party in writing of any such fact. Any failure of claim; (b) provide the indemnifying party with reasonable assistance to settle or delay in defend such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial claim at the indemnifying party's own expense; and (c) grant to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have indemnifying party the right to assume control the defense thereof with counsel designated by and/or settlement of such Indemnifying Party claim, at the indemnifying party's own expense; provided, however, that (i) the failure to so notify, provide assistance or grant authority and reasonably satisfactory control will only relieve the indemnifying party of its obligation to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available indemnified party to the Indemnifying Partyextent that the indemnifying party is prejudiced thereby; (ii) the indemnifying party will not, without the Indemnified Party shall indemnified party's consent (such consent not to be unreasonably withheld or delayed), agree to any settlement which: (x) makes any admission on behalf of the indemnified party; or (y) consents to an injunction against the indemnified party (except an injunction relating solely to the indemnified party's continued use of any infringing Intellectual Property); and (iii) the indemnified party will have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitledright, at its expense, to participate in any legal proceeding to contest and defend a claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying party's written consent, such actionconsent not to be unreasonably withheld or delayed, suit or proceedingand (iv) in the event the indemnifying party elects not to assume the control granted pursuant to clause (c) above, the indemnified party will have the right, notwithstanding anything in the preceding clause (iii) to the contrary, to control the defense and/or settlement of which has been assumed by such claim, at the Indemnifying Partyindemnifying party's expense. Notwithstanding the foregoing, the Indemnifying Party (i) The indemnifying party shall not be entitled required to assume and control indemnify the defense of any such action, suit or proceedings if and to indemnified party for the extent that, in the opinion cost of the Indemnified Party and its counselarbitrators' fees, such action, suit or proceeding involves the potential imposition allocation of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, which is set forth in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedSection 17.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 17.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more morethe Indemnified Parties PartiesParty and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly 11.2.1 In the event that any Third Party asserts a claim with respect to any matter for which a Party (the “Indemnified Party”) is entitled to indemnification under Section 11.1 (a “Third Party Claim”), then the Indemnified Party shall promptly notify the Party obligated to indemnify the Indemnified Party (the “Indemnifying Party”) thereof; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is prejudiced thereby. 11.2.2 The Indemnifying Party shall have the right, exercisable by notice to the Indemnified Party within [**] days after receipt by an of notice from the Indemnified Party of any claim or notice of the commencement of or assertion of any action Third Party Claim, to assume direction and control of the defense, litigation, settlement, appeal or administrative or legal proceeding or investigation other disposition of the Third Party Claim (including the right to settle the claim solely for monetary consideration) with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, and the Indemnifying Party may do so without prejudice to its right to dispute whether such claim involves a Third Party Claim subject to valid indemnification obligation hereunder. During such time as to which the indemnity provided for in Article 18.1 may applyIndemnifying Party is controlling the defense of such Third Party Claim, the Indemnified Party shall notify cooperate, and shall cause its Representatives to cooperate upon request of the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a and at Indemnifying Party’s indemnification obligation unless cost, in the defense or prosecution of the Third Party Claim, including by furnishing such failure records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or delay is materially prejudicial appeals as may reasonably be requested by the Indemnifying Party. In the event that the Indemnifying Party does not notify the Indemnified Party of the Indemnifying Party’s intent to defend any Third Party Claim within [**] days after notice thereof (including by affirmatively denying responsibility to defend the Third Party Claim), the Indemnified Party may (without further notice to the Indemnifying Party. Except as stated below, ) undertake the defense thereof with counsel of the Indemnified Party’s choice and at the Indemnifying Party’s expense (including reasonable, out-of-pocket attorneys’ fees and costs and expenses of enforcement or defense). The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants join in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have (including the right to select separate counsel to assert such legal defenses conduct discovery, interview and to otherwise examine witnesses and participate in the defense of such action on its own behalf. In such instancesall settlement conferences), the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitledbut not control, at its own expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by any Third Party Claim that the Indemnifying Party. Notwithstanding the foregoing, the other Party is defending as provided in this Agreement. 11.2.3 The Indemnifying Party (i) shall not be entitled to assume and control not, without the defense of any such action, suit or proceedings if and to the extent that, in the opinion prior written consent of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned enter into any compromise or delayedsettlement that commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, but shall not have the right to settle such Third Party Claim to the extent such Third Party Claim involves monetary damages without the prior written consent of the Indemnifying Party. Each of the Indemnifying Party and the Indemnified Party shall not make any admission of liability in respect of any Third Party Claim without the prior written consent of the other Party, and the Indemnified Party shall use reasonable efforts to mitigate losses arising from the Third Party Claim.

Indemnity Procedures. Promptly after receipt by an Indemnified Party In the event that the Indemnitee becomes aware of any a claim or notice for which it may be entitled to indemnification hereunder, such Indemnitee will promptly notify the other party (the “Indemnitor”), describing the claim in reasonable detail and indicating the estimated amount, to the extent practicable, of the commencement of any action indemnifiable Loss that the Indemnitee claims it has sustained or administrative or legal proceeding or investigation as may sustain. The Indemnitor, at its sole cost and expense, will have the right, upon written notice to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party Indemnitee delivered within fifteen (15) business days following its receipt of such fact. Any failure notice from the Indemnitee, to retain counsel and conduct the defense of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay the claim while reserving its right to contest the issue of whether it is materially prejudicial liable to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyIndemnitee for any indemnification hereunder. If the defendants in any such action include one or more Indemnified Parties Indemnitor elects to conduct the defense of the claim, the Indemnitee will cooperate fully with respect thereto, and the Indemnifying Party and if costs of any separate counsel retained by the Indemnified Party reasonably concludes that there may Indemnitee will be legal defenses available borne solely by the Indemnitee. In the event the Indemnitor fails to it and/or other Indemnified Parties which are different from or additional to those available respond to the Indemnifying Partywritten notice of a claim, or refuses to retain counsel and conduct the defense of the claim, the Indemnified Party shall have Indemnitee may retain counsel and conduct the defense of the claim, and the Indemnitor will be liable for all reasonable defense costs (including reasonable attorneys’ fees) to the extent the Indemnitor is otherwise obligated hereunder to indemnify the Indemnitee with respect to such claim. In connection with any claim for which the Indemnitor exercises its right hereunder to select separate counsel to assert such legal defenses and to otherwise participate in conduct the defense of such action on its own behalf. In such instancesclaim, the Indemnifying Party shall only Indemnitor will have full authority to make all decisions and determine all actions to be required taken with respect to pay the fees defense and expenses settlement of one additional attorney the claim, including the right to represent an Indemnified Party pay, compromise, settle, or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, otherwise dispose of the claim at its the Indemnitor’s expense, to participate in ; provided that any such actionsettlement will be subject to the prior consent of the Indemnitee, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall will not be entitled unreasonably withheld or delayed, if the settlement involves relief other than or in addition to assume the payment of money. A failure to give timely notice under this Section 5.05 will affect the rights and control the defense obligations of any such action, suit or proceedings if and a party hereunder only to the extent that, as a result of such failure, the party entitled to receive the notice was actually prejudiced as a result of such failure; provided, however, that in no event will a claim for indemnification for breaches of representations and warranties be valid if made after the opinion expiration of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, applicable survival period set forth in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedSection 5.01.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice of the commencement of any action demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or administrative or legal proceeding or investigation as sought to which the indemnity provided for in Article 18.1 may applybe collected from an Indemnified Person by a third party (an "Action"), the Indemnified Party Person shall promptly notify the Indemnifying Party indemnifying party of such fact. Any failure Action, specifying the nature of such claim or delay in such notification demand and the amount or the estimated amount thereof to the extent feasible (which estimate the parties agree shall not affect a Party’s indemnification obligation unless be conclusive of the final amount of such claims and demand) (the "Claim Notice"). The failure or delay is materially prejudicial to provide the Claim Notice to the Indemnifying Party. Except as stated below, indemnifying party promptly will not relieve the Indemnifying Party shall indemnifying party of any liability it may have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If Person giving the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available Claim Notice, except to the Indemnifying Party, extent that the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in indemnifying party demonstrates that the defense of such action on its own behalf. In is actually and materially prejudiced by the indemnifying party's failure to give such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesClaim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the "Notice Period") to notify the Indemnified Party shall be entitledPerson, (1) whether or not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or demand and (2) notwithstanding any such dispute, whether or not the indemnifying party desires, at its sole cost and expense, to participate defend the Indemnified Person against such claim or demand in any which case the indemnifying party shall assume all past and future responsibility for such action, suit or proceeding, action and shall reimburse the Indemnified Person for all expenses in connection with the Action. Notwithstanding the assumption by the indemnifying party of the defense of which has been assumed any Action, the Indemnified Person shall be permitted to participate in such defense at its cost and expense. (b) Pending the resolution of any dispute by the Indemnifying Partyindemnifying party of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld so long as the Indemnified Person suffers no economic loss thereby and such settlement includes an unconditional term thereof given by the claimant or plaintiff of a release of the Indemnified Person from all liability with respect to the claim or demand. Notwithstanding the foregoing, if it is reasonably likely that damages in such Action would result in an injunction or other equitable relief then the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such actionIndemnified Person may, suit or proceedings if and by notice to the extent thatindemnifying party, assume the right to defend, compromise or settle such Action; provided, the indemnifying party may participate in such Action at its expense and; provided, further, no such Action shall be settled without the opinion consent of both the Indemnified Person and the indemnifying party. (c) In the event that an indemnifying party notifies the Indemnified Person within the Notice Period that the indemnifying party desires to defend the Indemnified Person against such claim or demand, then, except as hereinafter provided, the indemnifying party shall have the right and obligation to defend the Indemnified Person by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the indemnifying party to a final conclusion in such a manner as to avoid any risk of the Indemnified Party and its counselPerson becoming subject to liability for any other matter; provided, such actionhowever, suit or proceeding involves the potential imposition of criminal liability on indemnifying party shall not, without the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses prior written consent of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment against the Indemnified Person or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Person of a release, in form and substance satisfactory to such Indemnified Person, as the case may be, from all liability with respect to such claim or litigation. If any action, suit or proceeding Indemnified Person desires settlement without the prior consent of the Indemnified Partyindemnifying party, which consent shall not be unreasonably withheld, conditioned it may do so at its sole cost and expense. (d) If the indemnifying party elects not to defend the Indemnified Person against such Action, whether by not giving the Indemnified Person timely notice as provided above, or delayedotherwise, then the Action may be defended by the Indemnified Person at the indemnifying party's cost and expense (without imposing any obligation on any Indemnified Person to defend any such claim or demand), in which case it may defend such Action in such a manner as it may deem appropriate (including settlement) and then that portion thereof as to which such defense is unsuccessful, in each case, shall be conclusively deemed to be a liability of the indemnifying party hereunder; provided that if the indemnifying party shall have disputed its liability to the Indemnified Person hereunder, as provided in Section 8.03(a) above, then such determination or settlement shall not affect the right of the indemnifying party to dispute the Indemnified Person's claim for indemnification. (e) In the event an Indemnified Person should have a claim against the indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Person shall promptly send a Claim Notice with respect to such claim to the indemnifying party. If the indemnifying party disputes its liability with respect to such claim or demand, the Indemnified Person shall have the right to pursue all of its legal and equitable remedies against the indemnifying party for indemnity hereunder.

Indemnity Procedures. Promptly after receipt by (a) In order for an indemnified party under this Article 7 (an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement, the Indemnified Party will, within a reasonable period of any claim or notice time following the discovery of the commencement matters giving rise to any Losses, notify its applicable insurer and the indemnifying party under this Article 7 (the “Indemnifying Party”) in writing of any action or administrative or legal proceeding or investigation its claim for indemnification for such Losses, specifying in reasonable detail the nature of the Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been actually prejudiced as a result of the failure. Thereafter, the Indemnified Party will deliver to which the indemnity provided for in Article 18.1 may applyIndemnifying Party, within a reasonable period of time after the Indemnified Party’s receipt of such request, all information, records and documentation reasonably requested by the Indemnifying Party with respect to such Losses. The Indemnifying Party shall control all litigation reflecting to the indemnification. Without limiting the foregoing, the Indemnified Party shall notify control choice of counsel, staffing, and all decisions to be made with the Indemnifying litigation. (b) If the indemnification sought pursuant hereto involves a claim made by a Third Party of such fact. Any failure of or delay in such notification shall not affect against the Indemnified Party (a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below“Third Party Claim”), the Indemnifying Party shall have the right will be entitled to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instancesThird Party Claim and, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expenseif it so chooses, to participate in any such action, suit or proceeding, assume the defense of which has been assumed such Third Party Claim with counsel selected by the Indemnifying Party. Notwithstanding Should the foregoingIndemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party (i) shall will not be entitled liable to assume and control the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the parties hereto will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information, which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any such actionmaterial provided hereunder. If the indemnifying Party chooses to defend or prosecute any Third Party Claim, suit or proceedings if and to the extent that, in Indemnifying Party will seek the opinion approval of the Indemnified Party (not to be unreasonably withheld) to any settlement, compromise or discharge of such Third Party Claim the Indemnifying Party may recommend and which by its counselterms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim. Whether or not the Indemnifying Party will have assumed the defense of a Third Party Claim, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and will not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party, in such event the ’s prior written consent). The Indemnifying Party shall pay reimburse upon demand, all reasonable costs and expenses incurred by the reasonable expenses Indemnified Party in cooperation with the defense or prosecution of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedThird Party Claim.

Indemnity Procedures. Promptly after receipt by an anthe Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more morethe Indemnified Parties PartiesParty and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an anthe Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.. 43 SERVICE AGREEMENT NO. 2344

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the indemnifying Party.‌ The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and SERVICE AGREEMENT NO. 2611 control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.delayed.‌

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice of the commencement of any action demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or administrative or legal proceeding or investigation as sought to which the indemnity provided for in Article 18.1 may applybe collected from an Indemnified Person by a third party (an "Action"), the Indemnified Party Person shall promptly notify the Indemnifying Party indemnifying party of such fact. Any failure Action, specifying the nature of such claim or delay in such notification demand and the amount or the estimated amount thereof to the extent feasible (which estimate the parties agree shall not affect a Party’s indemnification obligation unless be conclusive of the final amount of such claims and demand) (the "Claim Notice"). The failure or delay is materially prejudicial to provide the Claim Notice to the Indemnifying Party. Except as stated below, indemnifying party promptly will not relieve the Indemnifying Party shall indemnifying party of any liability it may have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If Person giving the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available Claim Notice, except to the Indemnifying Party, extent that the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in indemnifying party demonstrates that the defense of such action on its own behalf. In is actually and materially prejudiced by the indemnifying party's failure to give such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesClaim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the "Notice Period") to notify the Indemnified Party shall be entitledPerson, (1) whether or not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or demand and (2) notwithstanding any such dispute, whether or not the indemnifying party desires, at its sole cost and expense, to participate defend the Indemnified Person against such claim or demand in any which case the indemnifying party shall assume all past and future responsibility for such action, suit or proceeding, action and shall reimburse the Indemnified Person for all expenses in connection with the Action. Notwithstanding the assumption by the indemnifying party of the defense of which has been assumed any Action, the Indemnified Person shall be permitted to participate in such defense at its cost and expense. (b) Pending the resolution of any dispute by the Indemnifying Partyindemnifying party of its liability with respect to any claim or demand, such claim or demand shall not be settled without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld so long as the Indemnified Person suffers no economic loss thereby and such settlement includes an unconditional term thereof given by the claimant or plaintiff of a release of the Indemnified Person from all liability with respect to the claim or demand. Notwithstanding the foregoing, if it is reasonably likely that damages in such Action would result in an injunction or other equitable relief then the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such actionIndemnified Person may, suit or proceedings if and by notice to the extent thatindemnifying party, assume the right to defend, compromise or settle such Action; PROVIDED, the indemnifying party may participate in such Action at its expense and; PROVIDED, FURTHER, no such Action shall be settled without the opinion consent of both the Indemnified Person and the indemnifying party. (c) In the event that an indemnifying party notifies the Indemnified Person within the Notice Period that the indemnifying party desires to defend the Indemnified Person against such claim or demand, then, except as hereinafter provided, the indemnifying party shall have the right and obligation to defend the Indemnified Person by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the indemnifying party to a final conclusion in such a manner as to avoid any risk of the Indemnified Party and its counselPerson becoming subject to liability for any other matter; provided, such actionhowever, suit or proceeding involves the potential imposition of criminal liability on indemnifying party shall not, without the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses prior written consent of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment against the Indemnified Person or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Person of a release, in form and substance satisfactory to such Indemnified Person, as the case may be, from all liability with respect to such claim or litigation. If any action, suit or proceeding Indemnified Person desires settlement without the prior consent of the Indemnified Partyindemnifying party, which consent shall not be unreasonably withheld, conditioned it may do so at its sole cost and expense. (d) If the indemnifying party elects not to defend the Indemnified Person against such Action, whether by not giving the Indemnified Person timely notice as provided above, or delayedotherwise, then the Action may be defended by the Indemnified Person at the indemnifying party's cost and expense (without imposing any obligation on any Indemnified Person to defend any such claim or demand), in which case it may defend such Action in such a manner as it may deem appropriate (including settlement) and then that portion thereof as to which such defense is unsuccessful, in each case, shall be conclusively deemed to be a liability of the indemnifying party hereunder; PROVIDED that if the indemnifying party shall have disputed its liability to the Indemnified Person hereunder, as provided in Section 8.03(a) above, then such determination or settlement shall not affect the right of the indemnifying party to dispute the Indemnified Person's claim for indemnification. (e) In the event an Indemnified Person should have a claim against the indemnifying party hereunder that does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Person shall promptly send a Claim Notice with respect to such claim to the indemnifying party. If the indemnifying party disputes its liability with respect to such claim or demand, the Indemnified Person shall have the right to pursue all of its legal and equitable remedies against the indemnifying party for indemnity hereunder.

Indemnity Procedures. Promptly after receipt by (a) In order for an indemnified party under this Article 8 (an “Indemnified Party of Party”) to be entitled to any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity indemnification provided for in Article 18.1 may applyunder this Agreement, the Indemnified Party shall will, within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify its applicable insurer and the indemnifying party under this Article 8 (the “Indemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of the Losses and the amount of the Liability estimated to accrue therefrom; provided, however, that failure to give notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been actually prejudiced as a result of such factthe failure. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated belowThereafter, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available will deliver to the Indemnifying Party, within a reasonable period of time after the Indemnified Party’s receipt of such request, all information, records and documentation reasonably requested by the Indemnifying Party with respect to such Losses. The Indemnifying Party shall control all litigation reflecting to the indemnification, including without limitation choice of counsel, staffing, and all decisions to be made with the litigation. (b) If the indemnification sought pursuant hereto involves a claim made by a Third Party against the Indemnified Party shall have (a “Third Party Claim”), the right Indemnifying Party will be entitled to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instancesThird Party Claim and, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expenseif it so chooses, to participate in any such action, suit or proceeding, assume the defense of which has been assumed such Third Party Claim with counsel selected by the Indemnifying Party. Notwithstanding Should the foregoingIndemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party (i) shall will not be entitled liable to assume and control the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnifying Party will control such defense. The Indemnifying Party will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the Parties hereto will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information, which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any such actionmaterial provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, suit or proceedings if and to the extent that, in Indemnifying Party will seek the opinion approval of the Indemnified Party and its counsel(not to be unreasonably withheld) to any settlement, compromise or discharge of such actionThird Party Claim the Indemnifying Party may recommend if, suit pursuant to or proceeding involves the potential imposition as a result of criminal liability on the Indemnified Partysuch settlement or cessation, (i) injunctive or there exists a conflict or adversity of interest between other equitable relief will be imposed against the Indemnified Party or (ii) if such settlement does not expressly and unconditionally release the Indemnified Party from all Liabilities and obligations with respect to such Third Party Claim with prejudice. Whether or not the Indemnifying Party will have assumed the defense of a Third Party Claim, the Indemnified Party will not admit any Liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent. The Indemnifying Party shall reimburse upon demand, all reasonable costs and expenses incurred by the Indemnified Party in cooperation with the defense or prosecution of the Third Party Claim. Except with the written consent of the Indemnifying Party, in such event the Indemnifying no settlement of any Third Party Claim shall pay the reasonable expenses be determinative of the amount of Losses relating to such matter or whether an Indemnified Party, and (ii) shall not settle or consent Party is entitled to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedindemnification hereunder.

Indemnity Procedures. Promptly after receipt by an If any Indemnified Party seeks indemnification of any claim facts which give rise to obligations to indemnify pursuant to Sections 10.1 or notice of the commencement of any action or administrative or legal proceeding or investigation 10.2, as applicable (“Event Subject to which the indemnity provided for in Article 18.1 may applyIndemnification”), the Indemnified Party shall promptly notify the other responsible party for indemnification (the “Indemnifying Party”) of any claim for which indemnification may be payable, specifying in detail the nature of the claim and the amount of the related Loss or an estimate thereof when determinable and attaching all relevant documentation relating thereto, including a copy of the notice document received by any third-parties in case of a Third-Party Claim (the “Indemnification Notice”). In any case the Indemnification Notice shall be sent within the earlier of (i) 15 (fifteen) Business Days from the date on which the Indemnified Party became aware of such claim and/or condition which could give rise to a Loss or; (ii) in case of a Third-Party Claim, one third (1/3) of the term available for presenting defense. Failure by the Indemnified Party to notify the Indemnifying Party of within the periods set forth in this Section 10.4 will not release the Indemnifying Party from its obligation to indemnify the Indemnified Party for the Losses related to such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial Claim, except to the extent that the Indemnifying PartyParty is objectively prejudiced thereby or is not able to file the proper defense to a Third-Party Claim as a result of the lack of time. (a) If an Event Subject to Indemnification shall arise and such event does not involve any third-party (a “Direct Claim”), the Indemnifying Party shall send a written response to the Indemnified Party in which the Indemnifying Party states its intention to either (i) pay the amount involved or commence any required remedial measures in connection with the Event Subject to Indemnification; (ii) refuse to consider the event as an Event Subject to Indemnification; or (iii) discuss the matter. Except In case of item (iii), the Indemnifying Party and the Indemnified Party shall discuss the issues involved during a period of thirty (30) Business Days from the receipt of the Indemnification Notice, and if they reach an agreement, any payment required thereby shall be made by the Indemnifying Party to the Indemnified Party as stated belowagreed between them and pursuant to Section 10.5. In case of item “ii” above or, if the Parties do not reach an agreement after discussion between them in case of item “iii” above, then the Indemnified Party may commence, at its option, any required action to pursue its rights and remedies. (b) If an Event Subject to Indemnification shall arise and such event involves any third party (“Third-Party Claim”), the Indemnifying Party shall have the right to assume the defense thereof with (at its own expense) of such claim through counsel designated of its own choice by such Indemnifying Party and reasonably satisfactory to so notifying the Indemnified Party. If The Indemnifying Party response shall be given within two thirds (2/3) of the defendants term available for presenting defense and shall indicate its intention either to (i) pay the amount involved; (ii) assume the defense of the litigation or proceeding with the counsel of its choice (in any such action include one or more Indemnified Parties and which case, the Indemnifying Party shall be responsible for all costs, expenses, legal and if the Indemnified Party reasonably concludes that there court fees, any guaranties which may be legal defenses available required to it and/or other Indemnified Parties which are different from be paid, advanced or additional to those available to deposited for the Indemnifying Partyrespective defense (“Defense Costs”), and the Indemnified Party shall have the right to select separate retain its own counsel at its own expense to assert such legal defenses and to otherwise participate in monitor the defense); or (iii) not assume the defense of such action on its own behalfthe litigation or proceeding. In such instances, If the Indemnifying Party shall only be required to pay does not notify the fees and expenses of one additional attorney to represent an Indemnified Party of its decision to assume the defense of a Third-Party Claim within the proper time, or Indemnified Parties having such differing if the Indemnifying Party expressly does not assume the defense of the litigation or additional legal defenses. The proceeding and denies the existence of an Event Subject to Indemnification, the Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, carry on the defense of which has been assumed the litigation or proceeding diligently and no settlement or agreement nor any appeal may be waived by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the prior written consent of the Indemnified Indemnifying Party, which shall not be unreasonably withheld. The Party that assumes the defense shall be entitled to: (i) the cooperation of the other Party in preparing the defense; (ii) a reimbursement of all Defense Costs in the event the Third-Party Claim effectively becomes a Loss to the Indemnified Party. The indemnified Party agrees to provide the Indemnifying Party with access to all of the Indemnified Party files, conditioned or delayedinformation and records concerning said defense and to grant to the attorneys appointed by the Indemnifying Party all necessary powers-of-attorney to allow the defense of the Third-Party Claim assumed by the Indemnifying Party. 10.4.1 The Parties agree that if the JV Company is a Party and has been duly notified of a Third-Party Claim that may be regarded as an Event Subject to Indemnification, then the Parties agree that the JV Company shall always be the one to take all actions to defend this Third-Party Claim, without prejudice to the obligation of the Indemnifying Party to indemnify the Indemnified Parties as the case may be. In this case the claim shall be conducted in cooperation with the Indemnifying Party, who may appoint (at their own cost) any legal advisor in addition to the one(s) appointed by the JV Company.

Indemnity Procedures. Promptly (i) after receipt by an the Sellers or a Buyer Indemnified Party of any claim notice of, or notice of the Sellers or Buyer Indemnified Party becoming aware of, the commencement of any action or administrative or legal proceeding or investigation as an Action with respect to which such Party is entitled to indemnification under this Article VIII and (ii) after the indemnity provided for in Sellers or a Buyer Indemnified Party becoming aware of any fact, situation, circumstance, condition, event or occurrence giving rise to a claim with respect to which such Party is entitled to indemnification under this Article 18.1 may applyVIII, the party receiving such notice or becoming aware of such Action, fact, situation, circumstance, condition, event or occurrence (the “Indemnified Party Party”) shall notify the other (the “Indemnifying Party of Party”) in writing; provided, however, that failure to give such fact. Any failure of or delay in such notification notice shall not affect a Party’s the right to indemnification obligation unless such failure or delay is materially prejudicial hereunder except to the extent of actual prejudice to the Indemnifying PartyParty and, provided, further, that no such notice shall be required if the Threshold applies until the Threshold has been exceeded. Except as stated belowWith respect to such Action, the Indemnifying Party shall have the right option, and shall notify the Indemnified Party in writing within 10 Business Days after the date of the notice of its election, either: (i) to assume take charge of and control the defense thereof with counsel designated (at its own expense) or (ii) to participate in the defense (in which case the defense shall be controlled by such Indemnifying Party and reasonably satisfactory to the Indemnified Party). If the defendants Indemnifying Party fails to notify the Indemnified Party of its election within the applicable response period, then the Indemnifying Party shall be deemed to have elected not to control the defense. If the Indemnifying Party elects to control the defense, the Indemnified Party shall have the right to employ separate counsel and participate in the defense, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the named parties in such Action (including any such action impleaded parties) include one or more both the Indemnified Parties Party and the Indemnifying Party Party, and if the Indemnified Party reasonably concludes shall have been advised by its counsel in writing that there may be one or more legal defenses available to it and/or other Indemnified Parties which that are different from or additional to those available to the Indemnifying Party, (ii) the Indemnified Party shall have has been advised by its counsel that representation by the right to select separate counsel to assert such legal defenses and to otherwise participate the Indemnifying Party is inappropriate in light of an actual or potential conflict of interest between them, (iii) the defense of such action on its own behalf. In such instancesIndemnified Party has reasonably determined that Losses that may be incurred may exceed either individually, or when aggregated, the Maximum Indemnity Amount (in which case, the Indemnifying Party shall only be required not have the right to pay assume the fees and expenses defense on behalf of one additional attorney to represent an the Indemnified Party), or (iv) the Indemnified Party or Indemnified Parties having has been advised by counsel that the Indemnifying Party is not diligently conducting such differing or additional legal defensesdefense. The Indemnified Party shall be entitled, at its expense, to participate in Parties may not settle any such action, suit Action or proceeding, Buyer Claim without the defense written consent of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the The Indemnifying Party (i) shall not be entitled released from any obligation to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of indemnify the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists hereunder with respect to a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding claim without the prior written consent of the Indemnified Party, unless the Indemnifying Party shall deliver to the Indemnified Party a duly executed agreement settling or compromising such claim with no monetary liability to or injunctive relief against the Indemnified Party and a complete release of the Indemnified Party with respect thereto, which agreement shall not be unreasonably withheld, conditioned limit or delayedimpair the Indemnified Party’s ability to conduct its business.

Indemnity Procedures. Promptly (a) In the event that at any time or from time to time after receipt by the Closing Date an Indemnified Party Indemnitee shall sustain a Loss of any nature whatsoever against which such Indemnitee is indemnified under this Agreement, such Indemnitee shall notify the Indemnitor in writing of any such Loss so sustained. The Indemnitor agrees to pay such Indemnitee the amount of such Loss so sustained within thirty (30) days after transmittal of such notice, subject to its right to contest any claim or notice which has not yet resulted in a Loss, as hereinafter provided in Section 12.3(b) hereof; (b) The Indemnitee shall promptly notify the Indemnitor of the commencement existence of any action claim, demand, or administrative or legal proceeding or investigation as other matter involving liabilities to third parties to which the indemnity provided for in Article 18.1 may apply, Indemnitor's indemnification obligations would apply and shall give the Indemnified Party shall notify Indemnitor a reasonable opportunity to defend the Indemnifying Party of same or prosecute such fact. Any failure of action to conclusion or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably settlement satisfactory to the Indemnified Party. If Indemnitee at the defendants in any such action include one or more Indemnified Parties Indemnitor's own expense and with counsel of the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its Indemnitor's own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party selection (who shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed approved by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyIndemnitee, which approval shall not be unreasonably withheld) so long as Indemnitor diligently conducts such defenses to a final conclusion such that (i) no compromise or settlement of such claims may be effected by the Indemnitor without the Indemnitee's consent unless (A) there is no finding or admission of violation of any law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnitee, conditioned and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (ii) the Indemnitee will have no liability with respect to any compromise or delayedsettlement of such claims effected without its consent and the Indemnitee shall receive a full release; provided that the Indemnitee shall at all times also have the right to fully participate in the defense at its own expense; provided, however that the control of such defense shall rest primarily with the Indemnitor. If the Indemnitor shall, within a reasonable time after said notice, fail to defend, the Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the risk and expense of the Indemnitor. Except as provided in the preceding sentence, the Indemnitee shall not compromise or settle the claim or other matter without the prior written consent of the Indemnitor. If the claim is one that cannot by its nature be defended solely by the Indemnitor, the Indemnitee shall make available all information and assistance that the Indemnitor may reasonably request; provided that any associated expenses shall be paid by the Indemnitor. (c) If the Indemnitor contests or challenges any claim or action asserted against Indemnitee referred to in this Article, they shall do so at their own cost and expense, holding Indemnitee harmless from all costs, fees, expenses, debts, liabilities and charges in connection with such contest, shall diligently defend against any such claim, and shall hold Indemnitee's business and assets free and harmless from any attachment, execution, judgment, lien or other legal process. (d) Notwithstanding the foregoing provisions of this Section 12.3, the procedure for indemnification for Taxes pursuant to Section 12.4 shall be governed by Section 12.4(c). (e) Any indemnification payments made pursuant to this Section 12.3 or Section 12.4 hereof shall be treated as an adjustment to the purchase price for the Company Common Stock. Any indemnification payments required to be made by Founder pursuant to this Article XII may be paid in cash or shares of Parent Common Stock, at the sole option of Founder. Any Parent Common Stock used to make an indemnification payment shall be deemed to have a value of the agreed upon price per share.

Indemnity Procedures. Promptly after receipt by an Indemnified Party (a) In the event that the Acquiror shall sustain a Loss against which Acquiror is indemnified under this Agreement, Acquiror shall notify the Contributors in writing of any claim or notice such Loss so sustained. The Contributors agree to pay Acquiror the amount of such Loss so sustained within thirty (30) days after transmittal of such notice, subject to its right to contest any claim, as hereinafter provided in Section 9.3(b) hereof; (b) The Acquiror shall promptly notify the Contributors of the commencement existence of any action claim, demand, or administrative or legal proceeding or investigation as other matter involving liabilities to third parties to which the indemnity Contributors' indemnification obligations would apply; provided for in Article 18.1 may apply, that the Indemnified Party shall failure to notify the Indemnifying Party Contributors will not relieve the Contributors of any liability except to the extent that the Contributors demonstrate that the defense of such factclaim, demand or matter is prejudiced by the Acquiror's failure to give such notice. Any failure of or delay in such notification The Acquiror shall not affect give the Contributors a Party’s indemnification obligation unless such failure or delay is materially prejudicial reasonable opportunity to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of the same or prosecute such action on its to conclusion or settlement satisfactory to the Acquiror at the Contributors' own behalf. In expense and with counsel of the Contributors' own selection so long as the Contributors diligently conduct such instances, the Indemnifying Party shall only be required defenses to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having a final conclusion such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party that (i) shall not no compromise or settlement of such claims may be entitled to assume and control effected by the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding Contributors without the Acquiror's consent of the Indemnified Party, (which shall not be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of violation of any law or any violation of the rights of any person or entity and no effect on any other claims that may be made against the Acquiror, and (B) the sole relief provided is monetary damages that are paid in full by the Contributors; and (ii) the Acquiror will not have liability with respect to any compromise or settlement of such claims effected without its consent and the Acquiror shall receive a full release; provided that the Acquiror shall at all times also have the right to fully participate in the defense at its owns expense; provided, however that the control of such defense shall rest primarily with the Contributors. If the Contributors shall, within a reasonable amount of time after said notice, fail to defend, the Acquiror shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the risk and expense of the Contributors. Except as provided in the preceding sentence, the Acquiror shall not compromise or settle the claim or other matter without the prior written consent of the Contributors. If the claim is one that cannot by its nature be defended solely by the Contributors, the Acquiror shall make available all information and assistance that the Contributors may reasonably request, provided that any associated expenses shall be paid by the Contributors. Notwithstanding the above, if the Acquiror determines in good faith that there is a reasonable probability that such a claim, demand or matter may adversely affect it or its affiliates other than as a result of monetary damages for which it is entitled to indemnification under this Agreement, the Acquiror may by notice to the Contributors hire its own counsel at Contributor's expense and/or assume the exclusive right to defend, compromise or settle such demand, claim or matter, but if Acquiror assumes exclusive right to defend, the Contributors shall not be bound by any determination of any demand, claim or matter so defended for the purposes of this Agreement or any compromise or settlement affected without the consent of the Contributors (which many not be unreasonably delayed, conditioned or withheld). (c) If the Contributors contest or challenge any claim or action asserted against Acquiror referred to in this Section 9.3, they shall do so at their own cost and expense, holding Acquiror harmless from all costs, fees, expenses, debts, liabilities and charges in connection with such contest, shall diligently defend against any such claim, and shall hold Acquiror's business and assets free and harmless from any attachment, execution, judgment, lien or other legal process. (d) Any indemnification payments made pursuant to this Article IX hereof may be paid, at the option of the Contributors, in (i) cash or (ii) cash and Partnership Units in a ratio equal to the ratio of cash and Partnership Units for such Contributor set forth on Schedule 2 for such Contributor and the Contributed Entity to which such indemnification relates. Any Partnership Units used to make an indemnification payment shall be deemed to have a per unit value equal to the Fair Market Value; provided that, if the Contributor disagrees with such value, Contributor shall have the right to challenge the value by submitting such challenge in writing to the Acquiror within 15 days from the date the Contributor received notice of the Acquiror's determination. Any dispute, controversy or claim that cannot be resolved by the parties arising out of or relating to this Section 9.3(d) shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be held in Philadelphia, Pennsylvania, or in such other location as the parties may mutually agree upon. The arbitration will be conducted before a panel of three arbitrators, with one arbitrator named by each party and the third named by the two party-appointed arbitrators, or (if they should fail to agree on the third) by the AAA. The arbitrators may not award non-monetary or equitable relief of any sort. They shall have no power to award punitive damages or any other damages not measured by the prevailing party's actual damages. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrators may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests. The non-prevailing party shall pay all expenses related to or arising out of such arbitration proceeding, including reasonable attorneys' fees.

Indemnity Procedures. Promptly If at any time a Buyer Indemnified Party determines to assert a right to indemnification under Section 9.2 hereof, the Buyer Indemnified Party shall give to the Seller written notice describing the matter for which indemnification is sought in reasonable detail. In the event that a demand or claim for indemnification is made hereunder with respect to a matter the amount or extent of which is not yet known or certain, the notice of demand for indemnification shall so state, and, where practicable, shall include an estimate of the amount of the matter. The failure of a Buyer Indemnified Party to give notice of any matter to the Seller shall not relieve the Seller of any liability which the Seller may have to any Buyer Indemnified Party. Within 10 days after receipt by an Indemnified Party of any claim or notice of the commencement notice referred to above, the Seller shall (i) acknowledge in writing its responsibility for all or part of any action such matter, and shall pay or administrative or legal proceeding or investigation otherwise satisfy the portion of such matter as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of responsibility is acknowledged or take such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay other action as is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Buyer Indemnified Party. If the defendants in Party to resolve any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes matter that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall involves anyone not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Partya party hereto, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent give written notice to the entry Buyer Indemnified Party of its intention to dispute or contest all or part of such responsibility. Upon delivery of such notice of intention to contest, the parties shall negotiate in good faith to resolve as promptly as possible any judgment dispute as to responsibility for, or the amount of, any such matter. If such dispute is not resolved within 10 days, such dispute shall be submitted to arbitration as provided under Section 11.10 hereof. In the event Seller fails to pay an indemnification claim for which Seller accepts responsibility or for which Seller is determined to be responsible, the Indemnity Escrow Fund shall be used to pay such claim, and the Escrow Agent shall disburse such monies from the Indemnity Escrow Fund to satisfy said claims in accordance with this Article IX and the Escrow Agreement. On ninetieth (90th) day following the Closing, any actionremaining monies in the Indemnity Escrow Fund shall be promptly disbursed by Escrow Agent to the Seller, suit or proceeding without the consent of the Indemnified Partyprovided, however, no monies shall be disbursed to Seller unless and until all indemnification claims for which shall not be unreasonably withheld, conditioned or delayednotice had previously been provided in accordance with this Section 9.4 are resolved.

Indemnity Procedures. Promptly From and after Closing, any demand for indemnity hereunder shall be made by written notice, together with a written description of any Claims asserted stating the nature and basis of such Claim and, if ascertainable, the amount thereof ("Indemnity Claim Notice"). The Party upon whom notice is served shall have a period of twenty (20) days after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure notice within which to respond thereto or, in the case of or delay an underlying demand which requires a shorter time for response, then within such shorter period as specified in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to notice (the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party"Notice Period"). If the defendants in Party upon whom notice is served denies liability or fails to provide the defense for any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying PartyClaim, the Indemnified other Party shall have may defend or compromise the right to select separate counsel to assert such legal defenses Claim as it deems appropriate. If the Party upon whom notice is served accepts liability and to otherwise participate in responsibility for the defense of any Claim, it shall so notify the other Party as soon as is practicable prior to the expiration of the Notice Period and undertake the defense or compromise of such action Claim with counsel selected by the Party accepting such liability. If the Party on its own behalf. In whom notice is served undertakes the defense or compromise of such instancesClaim, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified other Party shall be entitled, at its own expense, to participate in any such action, suit defense. No compromise or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense settlement of any such action, suit or proceedings if and Claim shall be made without reasonable notice to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified other Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent prior written approval of the Indemnified other Party, which approval shall not be unreasonably withheld, conditioned withheld or delayed.. No such approval shall be withheld if such compromise or settlement includes a general and complete release of the other Party, its successors, assigns, Affiliates and their respective Representatives in respect of the matter, with prejudice, and with no express or written admission of liability on the part of the other Party, its Affiliates and their respective Representatives, and is without cost or liability and has no constraints on the future conduct of its or their respective businesses. Purchaser and Transferor acknowledge that their obligations to indemnify, defend and hold the other Party and its Affiliates harmless under this Agreement include obligations to pay the attorneys' fees and court and arbitral costs incurred by the other Party and its Affiliates in defending said Claims, regardless of the merits of said Claims, where the Party to whom notice is served hereunder denies liability or fails to provide the defense for any said Claim. Transferor and Transferee shall have the right at all times to participate, at their sole cost, in the preparation for any defense, hearing or trial related to the indemnities set forth in this Agreement, as well as the right to appear on their own behalf or to retain separate counsel to represent them at any such hearing or trial. ARTICLE 11—

Indemnity Procedures. Promptly (a) An indemnified party seeking indemnification under this Agreement in respect of, arising out of, or involving a claim or demand made by any person or governmental authority against the indemnified party (a "Third Party Claim") shall notify the indemnifying party in writing of the Third Party Claim within 20 days after receipt by an Indemnified Party the indemnified party of any claim or written notice of the commencement of any action or administrative or legal proceeding or investigation as Third Party Claim; provided, however, that failure to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in give such notification shall not affect a Party’s the indemnification obligation unless such failure or delay is materially prejudicial provided under this Agreement, except to the Indemnifying Partyextent the indemnifying party shall have been prejudiced by such failure. Except as stated belowThereafter, the Indemnifying indemnified party shall deliver to the indemnifying party, promptly after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (b) The indemnifying party shall have the right, within 30 days after being so notified, to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the indemnified party. In any such proceeding the defense of which the indemnifying party shall have so assumed, the indemnified party shall have the right to assume participate therein and retain its own counsel at its own expense unless (i) the defense thereof with counsel designated by such Indemnifying Party indemnified party and reasonably satisfactory the indemnifying party shall have mutually agreed to the Indemnified Party. If retention of such counsel, (ii) the defendants in any such action include one or more Indemnified Parties and indemnified party shall have reasonably concluded on the Indemnifying Party and if the Indemnified Party reasonably concludes basis of an opinion of its counsel that there may be one or more legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partyindemnifying party, or (iii) the Indemnified Party shall have named parties to any such proceeding (including any impleaded parties) include both the right to select separate indemnifying party and the indemnified party, and representation of both parties by the same counsel to assert such legal defenses and to otherwise participate would be inappropriate in the defense opinion of such action on its own behalf. In such instances, the Indemnifying Party shall only be required indemnified party's counsel due to pay the fees and expenses of one additional attorney to represent an Indemnified Party actual or Indemnified Parties having such potential differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate interests between them; in any such actioncase, suit or proceedingone such separate counsel may be retained by all indemnified parties as a group at the indemnifying party's expense. To the extent that the settlement of such a Third Party Claim, the defense of which has been assumed by the Indemnifying Party. Notwithstanding indemnifying party, involves the foregoingpayment of money only, the Indemnifying indemnifying party shall have the right, in consultation with the indemnified party, to settle those aspects dealing only with the payment of money, provided that the indemnifying party pays such money and such settlement includes a general release from the other parties to such Third Party (i) Claim in favor of the indemnified party. In connection with any such defense or settlement, the indemnifying party shall not be entitled enter into a consent decree involving injunctive or non-monetary relief or consent to assume an injunction without the indemnified party's prior written consent. (c) The indemnified party shall cooperate in all reasonable respects with the indemnifying party in connection with any Third Party Claims and control the defense or compromise thereof. Such cooperation shall include the retention and (upon the indemnifying party's request) the provision to the indemnifying party of records and information reasonably relevant to the Third Party Claim, making employees available on a mutually convenient basis to provide additional information, and explanation of any material provided under this Agreement. If the indemnifying party shall have assumed the defense of a Third Party Claim, the indemnified party shall not, without first waiving the indemnity as to such claim, admit any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Partywith respect to, or there exists a conflict settle, compromise, or adversity of interest between discharge, the Indemnified Third Party and the Indemnifying PartyClaim, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Partyindemnifying party's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that admissions of facts which a party may reasonably be required to make shall not be deemed to be admissions of liability.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 18.118.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.